It had been so silent for the longest time. Luigi was watching RSN quietly. Suddenly the screen grabbed all their attention.

"Fans here in Thunder Hollow, still buzzing over tonight's unexpected appearance of Lightning McQueen!" Miss Fritter smiling and exclaiming, "He has always been my favorite! My garage is covered from head to toe with 95 posters!"

Lightning shook his head. He was so frustrated. Leaning on the Bolt. Cruz was sitting in the couch. Staring at the tv. But then she looked at Lightning. She sighed. Trying to help, she decided to try and lift the mood talking. "So?.. um…" she panicked. Trying to find something. "Trophy is kind of nice." She said as she pushed the trophy on the floor closer to him. Lightning glared at her. Just a blank and bland glare. Nothing else. Cruz tried thinking of more, "I mean.. I know you've got like a billion of them, so.. You would know.." nothing. Just the glare. She sighed, "I still can't believe I won. I mean it's pretty shiny…." stilling nothing but a glare. "It looks like they spent a lot of money on it, I mean, I think they used real metal"-"Stop. Just stop. Okay, Cruz. You don't even know. You don't even have one clue!" Lightning finally snapped!

Cruz shrugged defending, "Hey, I was just trying to"-"Do you know what happens if I lose this race!?" He yelled! Cruz frowned and shrugged, opening her mouth, but Lightning didn't let her answer. "Every mile of this trip was to get me faster than Jackson Storm! Faster! I start off getting no where for a week! On a simulator! I lose a whole day with you on fireball beach! And then I waste tonight in the cross hairs of Miss Fritter!" He hit the side of the trailer! He was fuming! "I'm stuck in the same speed I was a month ago! I can't get any faster because I'm too busy taking care of my trainer! This is my last chance, Cruz. Last, final, fanito! If I lose? Then I never get to do this again! And if you were a racer, then you'd know what I'm talking about! But you're not! So you don't!"

He hit the side of the trailer again. This time the trophy Cruz had won fell and broke. She sighed. She didn't care so much about the trophy, but Lightning hurt her feelings! Her idol just reminded her what everyone else had her entire life! Cruz had enough! "Mack! Pull over!" She shouted. Mack was confused. "What? Now?" He asked. Cruz pressed the button, opening the trailer door then got into her car! "Now!" She growled! Mack swerved! Everyone almost falling as he came to a hard stop! Cruz backed out of the trailer then stopped. Getting out and slamming her door as Lightning came out of the trailer, onto the ramp.

Now it was her turn! "Ask me if I dreamed of being a trainer, Mr. McQueen! Go ahead. Go ahead and ask me if I got up before dark to get in my car and run laps everyday! Ask me if I saved every penny to buy a ticket to the races when they came to town! Ask me if I did that so that I could be a trainer some day! Ask me!" She snapped as she got into his face! Lightning stared with wide eyes at Cruz. Kind of afraid to ask as he quietly began, "Did yo"-"No!" She shouted at him! Making him jump a bit. Cruz stepped back a little and continued, "I wanted to become a racer forever!…." she paused and sighed. Looking at the champion before her. Frowning, she admitted, "Because of you…" And that hit Lightning.

Cruz began walking back to her car as she said, "I use to watch you on tv.. Flying through the air.. You seemed so?… Fearless." Lightning stepped off the trailer and walked closer to Cruz. Listening. "Dream small, Cruz… That's what my family use to tell me.. Dream small or not at all… They were just trying to protect me.." She sounded like she was about to cry. Lightning didn't realize how much Cruz had looked up to him. It made him hate the way he had been treating her. Cruz looked at Lightning and continued, "But I was the fasted kid in town and I was going to prove them wrong!" Punching her palm with her fist.

Lightning softly asked, "What happened?.." Cruz shook her head. "When I got to my first race.. I figured it out." "What?" "That I didn't belong. The other racers looked nothing like me. You know? They were.. Bigger and stronger and… So confident. And when they started their engines?.. That was it. I knew I'd never be a racer.. I just left. It was my one shot and I didn't take it." She admitted. Cruz wiped her eyes and walked to her car. Opening the door. "So, yeah.. Im gonna head back to the training center.. I think we both know it's for the best.." Getting in and shutting the door. Turning on the car and head lights.

Then she rolled down the window and asked, "Look, can I ask you something?" Lightning shrugged. "What was it like for you? When you showed up to your first race? How did you know you could do it?" She asked. Lightning thought a moment. Man, that was forever ago. He sighed, "I.. I don't know.. I just never believed I couldn't." Cruz nodded replying, "I wish I knew what that felt like." Then backed up and left. Lightning called out, "Cruz!… Cruz, wait!.." But she was gone. Lightning sighed. Man, he was an asshole to her. Dammit. Mack walked around. Asking, "Um.. Do we head back to?" Lightning sighed.

Thinking. He had no idea how to do this. How to get faster. Nothing was working. He finally answered his driver, "Um.. No.. Let's park it for the night…" He said in such a sad tone. Walking back into the trailer and closing it up. Mack frowned. Lightning was just falling apart and losing himself….

Sally sat in the cone. Watching the latest episode of Chicks picks with Chick Hicks. Seeing Lightning in the demolition derby at Thunder hallow. Watching Sterling talk about Lightning. "What?.. That's not Rusty and Dusty.." She muttered. Lightning never told her that he had a new sponsor. Sally sighed. Watching. The fake smile he had on as he was soaking wet and covered in mud.

She stared at his face. His expression. He was so broken. And she made this so much worse on him. He'd be better off without her. Sally frowned. Feeling terrible. Feeling his pain inside her. Sally shut off the tv. She couldn't listen to it anymore. She walked over to the window of the motel. Staring up at the night sky of stars. "Oh, Lightning…" she whispered aloud. Sally walked back to the desk and grabbed her phone. Pulling up his name. He probably wouldn't answer her. But she could try. She pressed call. It rang. A few times.

Hey, Sal..

"How are you doing?"

I'm.. Not that great, actually.

"I'm sorry, Lightning."

Guessing you saw the show..

"Yeah… Demolition Derby? I mean, what were you thinking?"

Well, I thought it was a regular old oval.. So…

"Well, that went well. Come on, Stickers. Talk to me. What-who is this Sterling guy?"

Right… Rusty and Dusty sold Rusteze..

"Why?"

It was just time.. They thought Sterling could help me..

"Hmm. What are you thinking?"

I don't know.. I have an idea, but.. All my ideas aren't working… Sterling is threatening to retire me.. I was going to decide when I'm done.. and now.. If I don't win this race, he won't race me anymore. I don't know, Sal.. I.. I lashed out at the trainer, I'm not getting any faster.. I spoke with Mater about it.. He's kind of the one who gave me the new idea.

"Yeah? How was that?"

Just.. Someone had to teach Doc first. Talking to Mater was… Good… Um.. Sally… I was thinking and.. if this all doesn't work out.. The racing… I…

"Don't talk like that. If you start talking like that you are only going to set yourself up for failure."

……

"I love you, Lightning."

I love you… How are… You? And the pregnancy?

"I'm back home. Ben left back to California for now. My Dad is staying with me."

That's good. That… Your Dad is staying.

"Yeah… You know… I never thanked you."

For what?

"… For staying with me. For being willing to be in this with me. Especially sense you really don't have to. Thanks for loving me enough to forgive me."

Of course.. I mean… I couldn't imagine my life without you, Sally.

"Well. Than enough moping around! What's your idea?"

Oh. Um… well.. Doc was taught by this guy named Smoky. So.. I figure I'll head out to Doc's old town and see if I can find him. maybe he can help me..

"I like it. I think you have a good plan. Good luck, Stickers."

Thanks, Sally. I'll see you soon..

"See you in Florida, Light." And she hung up.

Lightning sighed. Glancing out the window of the trailer. Looking up at the stars. First, he was going to have to get Cruz back. He just cousins leave things like they were. Not after realizing how much she had looked up to him growing up. Lightning looked over at the trophy. Coming up with a way to get Cruz back on board….

Mack past Cruz and pulled in front of Cruz's car. The ramp opened almost all the way and Lightning put on the head set. Cruz glared and immediately spoke, "You won't talk me out of this, Mr. McQueen. I resign as your trainer." "Okay. I accept your resignation. Bye!" He said and began walking back into the trailer. Cruz didn't understand. "Uh.. Okay?" She muttered. But then he turned around and continued, "But, sense you cleared your schedule. Why don't you come with me? I'm looking for a guy named Smoky. I'm hoping he can help me. Maybe he can help you to." He smiled. Cruz stared at him from the car. It was such a warm and gentle smile. She never saw that in him before.

Cruz snickered saying, "Nah." Lightning then ran back into the trailer and back onto the ramp. "Come on." He coaxed. Holding up the trophy he uh.. Fixed. "I fixed it!" He shouted as he held it above his head. Cruz's eyes widened. Seeing the trophy all taped up with electrical tape. Wow. That was a really shitty job. "Well, maybe this will change your mind." He continued. Then set the trophy down in the trailer. "Hit it!" He shouted at Luigi and Guido. The familiar music had on in the training center began playing. "First I'm gonna loosen up these ancient joints!" Lightning shouted! Then began stretching side to side, stretching his arms out.

Then he began doing this little dance and jingle, "I'm sorry! I'm sorry! I'm sorry that I yelled! It wasn't your fault that I almost got killed!" "Stop!" Cruz begged! Seeing Lightning do this horrible and awkward dance! But he just continued, "Now you won't get on the ramp!" Doing this weird version what could possibly be the cha cha. "You won't get on the ramp!" "Fine! Fine! I'll go! Just stop! Please!" Cruz begged and slowed her car down. Pulling over. Lightning smiled proudly. He knew that would do it. Mack pulled over and Lightning hopped down. Pulling the head set down around his neck. He walked over to Cruz as she got out the car. "I am sorry." He apologized.

Cruz sighed and stared at him. He seemed different. "I promise no more Mr. Grumpy old man pants from here on out. Alright? Only advice on racing. As your friend. Deal?" He asked. Putting a hand out to shake hers with his deal. Cruz hesitated. Staring at his hand then suddenly she jumped at him and wrapped her arms around him! "Woah! Okay!" Lightning yelped. Patting Cruz on the back gently as she hugged him tightly! She was grateful for this chance. And with her idol! This was the best moment of her life! Lightning stepped back and smiled. "Come on. We got a ways to drive." He announced. The ramp coming all the way down so that Cruz could pull up. She squealed with excitement! A road trip with Lightning as friends. No more training. This would be great!…

Cruz sat on the couch next to Lightning as Mack drove them all to Doc's old town. Cruz looked at Lightning and asked, "Sense you're not Mr. grumpy old man now.." Lightning glared at her as she continued, "What was he like? Doc Hudson?" Lightning smiled and snickered. Thinking back. "Doc was a stubborn old man back when I met him. But back in his prime, he was the fastest racer out there. I dreamed of being like him. I grew up watching his races. With my brothers." "Like I did with you." Cruz noted. Lightning rolled his eyes and continued, "Doc could pull off stunts no one else could and he always won." "How come he only won three cups?" Cruz asked.

Lightning sighed and his smile faded, "He crashed.. His sponsor decided to move onto a younger driver. Doc was a bit older when he started racing. But.. There was a lot left in him when they pulled him out.. He never got the chance to show them.." Cruz stared at Lightning. She felt his pain a little. She placed her hand on his in support. "Sterling is going to see how hard you've worked for this." "If I don't win, I don't win.. Man, I wish I could talk to Doc now… His advice would be great." Lightning said.

Cruz pulled her hand away. Thinking before asking, "What happened to Doc Hudson?" Lightning glanced at her. Thinking. Thinking about his death. How hard Doc had pushed him before he passed away. Lightning sighed, "He got sick. Really sick.. And one day… He couldn't fight it anymore… Before that, he was pushing me like never before. That's what I need to be doing. And that's what I'm hoping Smoky can do." He said with a stern tone. Cruz then asked, "How do you know this Smoky is going to be there?" "I don't." "How do you know he can help?" "I don't know if he can." Lightning answered.

Cruz thought a moment then asked, "Well, do you know if he's even alive?" "Nope." Lightning muttered. Then he noticed the sign! Thomas like! "Woah, woah! Mack pull over!" Lightning shouted as he stood up. Mack stopped the truck and pulled over. Lightning getting out and running to the sign. Cruz got out and followed. Lightning smiled as he saw Doc's photo on the track sign. "Good to see you again, Doc.." He said warmly. Cruz walked up next to Lightning. "Are you sure you have time for this?" She asked. Lightning snickered, "For this? I do." Then he walked back to the trailer and opened it up. Getting the Bolt out and driving up to the track gates.

Cruz hesitated but for her car and drove over. Lightning got out the Bolt and grabbed a metal bar. A few hits is all it took to break the old lock. Cruz stared and asked, "Um.. Is this legal?" Lightning tossed the metal bar and lock aside then pushed the gates open. Seeing the old track. "Wow…" He muttered as he walked into it. "Look at this." He said with wide blue eyes. Brushing his shoe into the dirt. Sacred dirt. He smiled. Imagining Doc racing down the track. Lightning then ran to the Bolt. "Come on Cruz! Let's take a lap." He said with a smile. Cruz smiled. Excited because he was excited.

The two got into their cars and drove onto the track. Lightning revving the Bolt's engine then taking off! Dirt flying behind him with Cruz right on his tail! "Woohoo!" He shouted! This felt great! Racing the old track where Doc once raced! It gave Lightning back the connection to Doc that he needed desperately. The two came to the first turn! Turning right to go left! And this time, Cruz had it! Lightning noticed and complimented, "There you go!" Cruz giggled saying, "Way easier without the school bus of death after you!" Lightning chuckled and the two came down the straight away.

Engines loudly purring! Into the third and fourth turn! "Yes!" Lightning shouted! Cruz was doing it! Right behind him! But as Lightning came out of the final turn, he saw a figure ahead. A man! Standing in the middle of the straight! Lightning panicked and hit the brakes! He was going to hit this crazy guy! The brakes squealed a bit and dust flew as the Bolt came to a stop! Lightning opened his eyes. Dust hid the man's identity at first. The man walked up to the window of the Bolt and leaning on the window said, "I was starting to think I might never get to meet you." Lightning stared. Dust letting up. His eyes widened. "Smoky?" Lightning questioned. Cruz got out her car and gasped! "He is alive!" She said in shock. Lightning ignored that comment.

Lightning got out the bolt. Smoky smiled and said, "I know why you're here." Lightning raised a brow and asked, "You do?" Smoky smiled, "You're thirsty!" Lightning and Cruz glanced at each other. Not sure if Smoky was going to be one of those old crazy guys that lost his mind or what?….

Lightning and Cruz followed Smoky into the small bar. "Boy, the others sure are gonna get a kick out of meeting Hud's boy." Smoky announced as he opened the door for Cruz and Lightning. Cruz raised a brow, "Hud? Whose.. Oh! Right. Doc Hudson." Then walked into the bar. Lightning following and Smoky. Smoky then shouted! "Hey! Act civilized! We have company!" Everyone stared at him and the two with him a moment. One of the waitresses coming up and welcoming Cruz and Lightning to Thomasville. Seeing this bar and feel of it. You could easily see how Doc made Radiator Springs his home.

Lightning and Cruz followed Smoky across the bar to the corner where a round table sat. Three others were already there. Lightning stopped and his eyes widened! "Will you look at that. Three of the biggest racing legends ever! Junior midnight moon, River Scott," then both he and Cruz said, "Louise Barnstormer"-"Nash! She had thrifty eight wins!" Cruz announced with excitement! Louise then looked over and with surprise said, "Well as I live and breathe, if it ain't Lightning McQueen." Lightning stepped forward, "Miss Nash, it is a pleasure to mee"-"You've had a tough year, haven't you?" Nash interrupted. Lightning's eyes widened as he replied, "Oh. Uh.. Well"-"Shouldn't you be running practice laps in Florida by now?" River snapped.

Lightning looked at him saying, "Well, yeah, sure, but"-"You're only here to steel our secrets!" Junior snarled. River with, "Looking for your lost mojo?" Lightning swallowed nervously, "Wow.. You don't mix words around here, do you?" He asked. Smoky replying, "Truth is always quicker, kid. Now come, on and sit. Both of you. I'll grab some drinks." Smoky then waved at the bartender for a round.

Louise then asked, "So who's your friend here?" Looking at Cruz. Lightning and Cruz sat next to each other as Lightning introduced, "Miss Nash, everyone, this is Cruz. She wants to be a racer." "Ooooh. That's a tough path for a lady." Louise said with a wink. River adding, "But a rewarding one." Cruz then saying, "Well.. I-I just-I'm a trainer technically." "Trainer?" Asked Junior. Lightning rolled his eyes and corrected, "She was my trainer, now she's a friend just looking for advice. And confidence." He pushed. Cruz glanced at him. He was right. Smoky then asked, "So how is Radiator Springs? We don't hear much of it." Lightning smiled, "It's great. A little less touristy over the past couple of years. It's small but that's what makes it so great. Everyone knows everyone and"-"And how about that pretty little wife of yours?" River asked with a wink.

Lightning snickered and blushed a bit answering, "Oh yeah, Sally's doing great." Cruz watched him on that one. She knew something was going on back home. Just not sure what. Lightning cut to the chase, "I could really use some of Doc's old training right now. So, I was"-"You know I found him on the old track." Smoky announced to his friends. Lightning sighed. These guys like to hear themselves. The waitress brought over a round of some alcoholic beverage for everyone. Cruz glanced at it. Not sure about this. Junior then asked, "You know I was beginning to think you might be done." Lightning stared at him.

River then explaining, "That wreck had everyone on their toes." Louise then asking, "How was the recovery after that? Boy, I ain't see. A wreck that bad in years!" She admitted. Lightning frowned a bit answering, "It was rough.. I still feel it in the shoulder sometimes.." Grabbing his left shoulder. Cruz stared and then River asked, "How is the anxiety?" "What?" Lightning asked. Smoky adding, "That crash wasn't no picnic, kid. We've seen enough to know. Some make it back, some don't." Louise then adding, "That one was ROUGH!" River next with, "And no one heard from you for months." "Just Sally and her one time speaking to the fans." Louise reminded.

Lightning never knew Sally said something to the press. Smoky then continued, "We know how it is, kid. Anxiety can make a difference. How is it?" Lightning stared at Smoky answering, "I think I'm fine." River then asking, "So no flashbacks?" "Panic attacks?" Louise asked. Junior adding, "No shaking?" Lightning stared at them. Smoky saw it in Lightning so he nodded and took a sip of his drink before speaking again, "Doc sure would be proud." That caught Lightning's attention. Lightning played with his drink then asked, "Could you tell me about Doc? What was it like when he was racing?" River snickered, Louise rolled her eyes and laughed! Smoky chuckled with the thoughts and memories of Hud.

River laughing, "Boy, you should have seen him when he first arrived on scene. He wasn't the Hudson Hornet." "Oh no!" Junior scoffed. Louise then continuing, "Oh no, he was already calling himself the fabulous Hudson Hornet!" River chuckling, "And boy did we ever ride him on that!" "Not for long though." Junior admitted. Smoky saying, "Hud was the fastest boy in town. He passed everyone. Lou, Scott. Event Junior here. Hud was great. Until he wasn't." Lightning's expression changed. "What do you mean?" Smoky sighed, "Everything changed when the rookie came to town.. He tried slamming Doc into the wall. But Hud didn't touch no wall. Not unless he wanted to. Doc used the fence and wall to prop on and going up it with hit of the gas, rolled over the rookies car and landed on his tires next to him. Sticking that landing and taking off! Hud sure was some talent."

Lightning and Cruz were amazed! Lightning even admitting, "Woah! Doc did that!?" Louise teasing, "Sounds like Hud kept a few tricks up his sleeve." Winking at Lightning. Lightning chuckled at that. But kind of loved it that Doc didn't share every single secret. Made him special. "Boy, I wish I could have seen him like that…" Lightning muttered. Smoky raised a brow and asked, "Like what?" "Well, you know… So happy. Racing what the greatest part of Doc's life.. And they told him when he was done.." he frowned. Thinking a moment. Smoky cocked his head a bit and asked, "You think that?" then finished his drink and stood up. "Lou, why don't you tell Cruz here about how you stole that number exactly." Smoky then looked and Cruz and muttered, "She stole it from her former husband." He winked then walked over to Lightning.

Cruz's eyes widened as she gasped slowly and stared at Louise. Louise giggled and rolled her eyes. River saying, "Oh this is a great story!" Smoky patted Lightning on the shoulder and said, "Come with me, kid." Lightning raised a brow. Looking up at Smoky. Slowly he got up and followed Smoky out the bar. The two walked down the street in the dark. "You got the first part right." Smoky began. "The crash broke Hud's car… And the no more racing broke his heart. He cut himself off. Disappeared into Radiator Springs. Son of a gun didn't talk to me for fifty years!" Smoky announcer as they came to his house.

They walked up to the garage and he unlocked it. "But.. Then.. The letters started coming in." Lightning walks in with Smoky. Seeing the wall. His eyes widened. Seeing letters by Doc and photos. So many photos of Doc and Lightning and their training, their racing. Smoky stood next to Lightning and crossed his arms finishing, "And every one of them was about you." Lightning could not believe this. Smoky snickered and explained, "Yup. Hud loved racing, but coaching you? Hmm. I ain't never seen the old grump so happy. Racing wasn't the best part of Hud's life. You were." Lightning just stared at the wall. He never knew.

He never knew how much he really meant to Doc. Lightning sighed. This hurt. But.. This was a good hurt. Smoky glanced at Lightning and said, "I'll leave you alone a minute. I'll be outside. I could use a smoke." The. Walked out. Closing the garage behind him. Lightning stared at the letters. Walking up to them. He carefully took one down. Seeing Doc's handwriting. Touching this letter. Reading a little from different letters..

…I didn't think being a racing coach meant coaching about life as well. I had to give this kid dating advice. Not sure I'm the best one for that. But he's kind of an idiot when it comes to these things. I think he's a good kid, but he's young. You know how it was when we were his age. The kid isn't thinking straight sometimes when he gets around her sometimes…

…The kid surprised me today, Smoky. I think he's finally maturing. He got smarter. He's actually listening to me. Not just on the track, but off. Putting someone else's feelings before his own. It's nice. Maybe if he starts doing that a little more I'll show him some of my secret moves…

…Today, I taught this kid how his cockiness is going to be the death of him. He has to accept that he's just another racer out there at some point. I know he's good. And I know he probably is the fastest out there. But when he lets that in his head, he's lousy. Reckless. Doesn't think like he should. It's dangerous. So I think I finally got it in his head. How unrealistic it can be to think like that….

….I decided to try something new with the kid. I got the idea from our old moonlit nights. I took him off roading .. now, I didn't do it in the dark. I'm not sure the kid is ready for night racing. But I think he needed the challenge. He was actually starting to beat me out here. I was just letting him sometimes, but the kid actually might be better than me. Of course I'd never tell him that…

…just when I thought the kid was getting smart, he's an idiot again. I tell you Smoky I don't understand how someone can have his talent and yet be so dumb sometimes. He's a child! I can't work with him. I don't know how to get him to listen sometimes! I tell you he is smart and talented, cunning and really knows what he's doing until you put a camera in front of him and a pretty girl!….

…So this kid came up to me to talk about some personal things. I won't go into detail. But I'm starting to think the kid sees me as a father figure. Funny. I never had my own family. But it made me realize. I do kind of see the kid as family. He's like the son I never had. I gave him the best advice I could. But I'm not good at those things. I think you'd like him. Maybe one day I can get the chance to bring him down to meet you. He can get on your nerves though. But he's young….

…Today I realized how emotions control this kid. I knew he was erratic and dramatic at times. But today I really noticed it. I've had to come up with ways to get in his head. I have to teach him how to keep emotions off the track now. That's a tough lesson. I'm not sure I can do that myself yet. It's a tough lesson. I'm not sure I can help him here. He's getting reckless out here on the track. Spinning out and letting things get in his head. I have to keep him focused. I'm not sure how. Could really use your help on this one Smoky…..

…Well it happened. The kid snapped on the track. Like an idiot. He got into a little fight with another racer. He did start it. But then he made it worse with his snappy attitude. He actually rear ended and totaled a racers car. On accident. But then the kid had the balls to look this racer in the eyes and tell him "you were out of the race the second I showed up to the track." He's got guts. I'll give him that!….

…I don't think I have ever seen a racer as cunning as this kid. I have to to toot my own horn a moment here Smoky. The kid has really grown as a racer. Has his own cup, his own team. Heck he doesn't need me. Almost. He still has a lot to learn….

… Today, I tried something different. I had Red the old fire chief come out and soak the dirt track. I decided to teach the kid control. By driving in mud. And I know. Sounds crazy. He'll probably never race in mud, but I figure it's the best way to teach him control. I think I confused him at first. But with some practice, he will get it. I need to teach him everything I can…

…I let him drive the hornet. I know. I never let anyone touch that car. But today, he was ready. Let me tell you Smoky, the smile on that kids face! I don't think I've ever seen him smile so wide in the time I've known him!…

…Today I watched the kid make friends. Actual friends on the track. They seem like good folks. One is Weather's boy. I know he's a good one. I'm glad he's starting to let people in that are rivals. For a while there I thought he was always going to be a selfish idiot who saw everyone on the track as an enemy. He needs those friends. Makes me think about the guys and Lou. Wonder how they are doing? I remember the pranks River, Junior and I would play on each other. Those were good times….

…I met the kids mom today. Now I understand where some of his sass comes from. Good woman. I think he was raised well. But a little wild. You know that Robert McQueen that wrecked was his brother. Never knew they were related. Not until recently. Explains the kids drive. It's in him. Something special is in this kid Smoky. I can feel it. I can see it….

…So… The kid found out I had taken part in a few staged races… He was hurt by that. He never knew that before.. It was a mistake I made years ago. But it changed the way that Lightning looked at me a little.. I know i disappointed him badly. I made a mistake though. I shouldn't have done it. He was offered money to stage a few races. And he didn't take it. This kid is in it for the racing. He doesn't care about the money or fame anymore. He just wants to race. He's a good one, smoky. He's going to do so much in his time here. I'm proud to be a part of it…

…Lightning couldn't finish a race today. He hit the Bolt into another car and it wrecked the shafts, the tank. It was the first time that Lightning had to quit mid race. He was pissed. But it was a good lesson for him I think. Those emotions of his are strong. I don't think I've seen someone this emotional on the track sense Lou! He's got passion. Sometimes to much of it…

….Lightning hasn't been the same sense he saw his first injury with an accident. It was Weather's boy. Lightning slammed into him and made the other kid hit the safety wall. It was a pretty bad one. I'm sure the kid will be back but Lightning must have realized how dangerous racing can be that day. He's been slow. Cautious. Not thinking like he was. Almost like he's giving up. So today I'm teaching him how to deal with dirty drivers and careless racers. He's going to complain. He does every time I come up with new training methods. But I have to get his emotions under control and get his spirit back up. Plus, I won't have to worry about him as much….

…The kid can finally drift. Perfectly. He is doing great Smoky. I'm proud. I have never felt this before. He's like a son to me. Which makes this next part worse. Smoky, I'm dying. I was diagnosed with stage…

Lightning stopped and set the letter down. Staring up at all the pictures on the wall. He sighed. "I miss you, Doc…" Lightning whispered aloud. Setting down the last letter he read and walking out of the garage where he met Smoky who was leaning against his house. Smoking. "You meant a lot to Hud, kid." Smoky reminded. Lightning sighed. He smiled at Smoky and replied, "Thanks… I needed that." Smoky smiled back at Lightning warmly. And he did. He did need that right now. Smoky then asked, "Think you and Cruz might stay with me for the night?" "Well.. I was hoping you could help me." "Help you?" Smoky questioned. Lightning nodded and explained, "I'm not… Winning.. This race at Florida is my last chance.. If I lose, what happened to Doc will happen to me." "Come on inside. I'll tell Lou to drop Cruz and your crew off soon." He then put out his cigarette and walked inside his home.

Lightning followed. The place looked like an old cabin inside. Just rustic with barely anything inside. Lightning walked in and watched as Smoky walked to a side table near his recliner. He pulled out two letters. He then came over and handed them to Lightning. "Hud saw something in you that you don't even see in yourself. Are you ready to find it?" He asked Lightning stared at the letters then at Smoky and answered, "Yes, Sir." "Here. I'll do what I can to help you. But I think these two letters… Well. It's time to give them a read before we get started." He smiled. Lightning looked down at them. He thanked Smoky again before getting settled in the guest room…

Cruz walked into the guest room. Seeing Lightning sitting on the floor in front of a couch at a coffee table. Looking at old pictures. She walked over and sat down next to him. "What you got there?" She asked. Lightning set down the pictures and grabbed the letter. Still hadn't opened it. "Some photos and letters from Doc." "Doc Hudson?" "Yup." Lightning answered. Cruz smiled and asked, "What's it say?" "I don't know yet… I haven't read this one." "Oh." Cruz muttered. Lightning gently opened the letter as he explained , "The other one just had stuff about things off track." Just happy he was holding something that was worth something to Doc. Doc's own words! "Go on, read it aloud." Cruz exclaimed. Lightning glanced at her then began,

"Dear, Smoky.

This will probably be my final letter." Lightning stopped. Frowning. Doc's last letter to his friend. He took a deep breath and continued,

"By now, I have told you the story of the great and young Lightning McQueen. He's become a great racer with a good heart and he has great people surrounding him. I know he will do well and continue to excel in his career. I am so very proud of who he has become and I wish I could see what else he has yet to accomplish. He plans to marry a girl here in town, have a family and do things I never got to. Right now, he's hurting. His emotions are strong and getting to him about my decision to stop all treatments. He knows my time is coming closer than we hoped. I'm okay with this, but he's not. It hurt me seeing him fall apart like this.

Which got me thinking. Lightning doesn't know the entirety of my story. I never shared much about myself with him. But I've always been a personal person, you know that. There are two last lessons I have to teach the kid that no one taught me. I want him to be ready. One, letting go. He's going to learn this one as I pass. I trust the folks here to look after him. And Sally. He'll be okay and I think he'll learn. If it gets too rough, maybe you could pop in and say hi. I've spoken with him and I've been preparing him. But I can only do so much in that department. The real training comes once I'm gone. I trust he's ready. He's strong enough. The second and final lesson I have to teach him is when to…"

Lightning paused. Cruz raised a brow and asked, "What? What's it say?" Lightning folded the letter back up. "Nothing." He snapped softly. Then he stood up and put the letter away in his suitcase. Cruz sighed. Letting it go. She looked on the table at the pictures. "Is that a mullet?" She asked. Pointing at a photo. Lightning walked over and glanced down. Chuckling. "Yeah." He said. "Looks like, ole Smoky was sportin it back in the day." Cruz snickered with a snort then pointed to another. It was Doc and River laughing at Junior who had an Afro looking mullet that would not fit in the helmet. The two racers chuckled at that. Lightning sat next to Cruz and the two looked through some of the old pictures. It was fun. Pretty nice to look at Doc's life though these pictures. It was a side to Doc that Lightning didn't get to know to well.

Smoky knocked on the door, grabbing the twos' attention. "Come on, kid. Let's head to the track." He shouted. Lightning and Cruz glanced at each other. Lightning standing up. He was ready for this.

Lightning come down the track and slowed down. "Alright, alright. Bring it back." Lightning turned the Bolt around parked. Getting out the window as Smoky began, "Lesson one, you're old. Accept it." "I told him that." Cruz bragged. Smoky snickered and joked, "He's probably losing his hearing." Lightning could not believe that Smoky was going along with Cruz's antics. Cruz then shouted at Lightning, "He said you're old and losi"-"I heard him!" Lightning yelled! Glaring at Cruz. Smoky then continued, "You'll never be as fast as Storm, but you can be smarter than him." Lightning shrugged, "Okay, what do I do?" He asked.

Smoky walked around Lightning then began walking around the Bolt and said, "They said you were in a demolition Derby." "Yeah! It was terrible! And I was almost"-"You sure? Cause there ain't a scratch on this car or you. Just a crack in the windshield." Smoky pointed out. Cruz then corrected, "That was from high water pressure. Not the derby itself." Smoky snickered and stood in front of Lightning, crossing his arms. "Funny what a racer can do when he's not over thinking things." And what he said made sense. Smoky then let out a sigh, "Alright. Now that I know what I'm working with. We start at daylight. Let's pack it up, get some sleep. It's gonna be a long day." Making his way to his truck. Lightning thinking. Hoping this would fix him and save his racing career…

Lightning woke up from the feeling of someone's hand in his lap. Rubbing over his member. He opened his eyes and saw Cruz's hand in his lap. He glanced over. She was passed out asleep on his shoulder. Lightning realized they had fallen asleep on the floor against the couch while they were looking at the old photos again and talking about the plan and idea with Smoky training. It was funny. Cruz was becoming a friend. A good one. She was kind, caring, funny. Maybe not as annoying as he initially thought. Lightning smiled at her then gently removed her hand and sighed. Having Cruz leaning on him. Wow. They needed to shower. So he carefully grabbed the throw pillow and moved slowly. Setting the pillow down for Cruz's head. Then he went and grabbed a blanket. Covering her. She was kind of cute when she wasn't talking so freakin much. He smiled, gazing at her for only a moment. Then he grabbed some clothes and headed to the bathroom, in desperate need of a shower.

He stood under the running water. It was getting cold. He didn't care. He was spaced out. Thinking about Sally back home. His member was slightly up and he couldn't have jerked off to any thought of her if he wanted to. Tears gathered in his eyes. She slept with Ben… She wasn't the supporting love of his life anymore. She had stripped that away. How would he make it past this? He told her he'd stay. And he really, really wanted to. He was going to try! But slowly people were realizing she was pregnant. And putting it off as his could only go so far.

This was bad. He knew that was probably making things worse. But he wanted to protect her from the public. Why should he though? Why should he protect her? She did this to herself. Lightning sighed and shut off the water. Grabbing the towel and drying off. Wrapping it around him and staring at himself in the mirror. He didn't look… Like he use to. He was bruised, broken.. Lost his spirit. He would have to try and not think of Sally to get through this. He just needed to get racing again. Racing would bring him back. Hopefully.

Lightning got dressed and walked into the bedroom. Cruz was sitting on the bed. As if she were waiting. He stared at her. She patted the bed spit next to her. Lightning just stood there. Unsure what was going on. "You can talk to me, Mr. McQueen.." "I'm alright." "I heard you crying again… And.. As passionate as you are about racing, something tells me it's not that.. Is it?" She asked. Lightning could use a friend to confide in, but Cruz? Nah. Lightning walked around to the entire other side of the bed and lay down. "I don't want to talk about it." Cruz stared at him.

She frowned. "Okay.. But.. I'm your friend now, remember?" She said and smiled. Lightning looked at her and said, "The water should be heated up. You should go shower." "I… didn't bring any clothes.. We were just going to the beach at first…" She reminded. Lightning sat up. Shit. He didn't even think about that. He walked over to his suitcase and grabbed one of shirts and pants with a draw string. He walked over and handed them to Cruz. "I'll take you to the store tomorrow and buy you some clothes. I'm sorry for the inconvenience. You can use my soaps in there for now if you don't mind smelling like an old, cranky man for a bit." He joked playfully. Handing her the clothes.

Cruz stared at the sweat pants and old Rusteze shirt. She smiled. "You know," she began, "You're kind of a softie, aren't you? You actually care about me." "What? No, you just stink." "You saved my life earlier." She reminded. "Well yeah, I didn't-you-I.. I was avoiding a lawsuit." He growled and crossed his arms. Cruz smiled up at him with her big brown eyes, messy hair. She was.. So nice. And helpful. And she cared about him. "Just go shower." He said sternly. Cruz snickered and got up, going to the bathroom then stopping and looking at her idol. Gazing at him. "Hey," she grabbed his attention. "Thanks. For saving me. And helping me. It means a lot. To be here, with you. This is great." Lightning just smiled and nodded once to her. Cruz closed the door and began to shower. Lightning grabbed a blanket and pillow and took the couch, giving Cruz the bed. She kind of deserved it…