I do not own the Cars franchise.

I saw Cars 3 last weekend and I got all the feels, so now my brain is running rampant with Doc and Lightning fluff material.

Myself In You

Doc Hudson had known exactly who Lightning McQueen was the second he laid eyes on him. Not by name—he wouldn't know just how famous this kid was until a few days later. But he did know instantly that he was a racecar. It was easy to tell by the flashy colour of his paintjob and the sponsor stickers that plastered his body. Or at least it was easy for him—the others didn't catch on right away. But he'd spent a good portion of his life racing and studying racecars. He knew one when he saw one.

Which was why all thoughts of a harsh punishment fled from his mind. The young car flashed him a smile, which even beneath the nervousness was a natural charm that Doc had once been told he had. Only five seconds had passed and already one similarity made itself known.

He made the order to get Lightning out of his courtroom, out of his town, and he did his best to ignore the confused murmuring of his friends. He did not need this racecar to stick around, to be a stark reminder of his past, and he already knew by the triumphant grin flashing across Lightning's face that he was arrogant.

He wasn't surprised Sally was upset with his decision. He also wasn't surprised when she made a passionate speech to the others gathered in the courtroom. He didn't interrupt her, listening with fond exasperation, and when the cheers came for Lightning to fix the road as punishment for his reckless driving, he found he couldn't argue.

It would only be for three days. He could tolerate that. And the utter indigence that Lightning exhibited when his sentence was changed caused Doc to smirk. He figured the kid wasn't used to not getting what he wanted. He was content to be the first not to give in to his whims.

"Who is Bessie?" spat out Lightning, bitterness on his features.

"Since you're in such a rush to meet her, we'll go now," said Doc. "Mater, take him outside, will you?"

"Sure thing Doc," Mater said brightly and Lightning reluctantly followed the tow truck from the courtroom, muttering under his breath.

As most of the others talked amongst themselves and started to trickle out, Doc turned towards Sheriff. "I don't suppose you could do me a favour?"

Sheriff regarded him, curious. "Of course. What is it?"

"Would you mind waitin' where you usually camp out, lookin' out for speeders?" When Sheriff glanced at him in confusion, Doc continued, "I'm goin' to get Mater to hook McQueen up to Bessie."

It took a second for understanding to set in and Sheriff smiled. "I don't suppose you'll tell him to hook him up before taking off the parking boot?"

"I think he'll figure it out. Afterwards."

"Ooh, can I come with you?" Sally, who had lingered near the exit to eavesdrop, unashamedly came up next to the pair with a grin. "I want to see the look on his face."

Sheriff chuckled. "Come along, then. We better get settled."

Sally turned to Doc and declared, "Good thinking. I'll let you know every detail of his expression. It's going to be priceless."

The pair left and when Doc was sure enough time had passed, he got Red to bring Bessie over to join Mater and Lightning. He explained to the racecar exactly what it was he would be doing and then asked Mater to hook him up to Bessie. He didn't offer any protest when Mater started working on getting the parking boot off. He didn't miss the calculating shift of Lightning's eyes. He could see his mind seizing on this chance of escape.

He didn't bat an eye when Lightning took off like a bullet. He did, however, smirk when Mater towed Lightning all the way back to town, the racecar shooting him a narrow-eyed glare.

…

To say he was stunned when Mater burst into his office, declaring Lightning to be finished with his task, was an understatement. He knew for a fact that the job couldn't have been done well, not in an hour. But nevertheless, Lightning had managed to lug Bessie, a hulking piece of heavy machinery, down the stretch of broken asphalt in an hour and that was impressive. Most racecars didn't have that kind of strength.

But the feeling didn't last long and he shook himself sharply. No, there was nothing impressive about a half-done job, with clear disrespect and inconsideration. And as he drove up to confront Lightning he heard Sally say, "It looks awful!"

Without missing a beat, Lightning returned callously, "Well, it matches the rest of the town."

Red took off in tears and Sally gasped in horror. Infuriated, Doc moved directly in front of Lightning. The kid was not fazed by his anger. Rather, defiance sparked in his eyes and he stubbornly insisted that he had done his part. And when Doc demanded he tear up the road and start over, Lightning scoffed.

"Hey, look grandpa, I'm not a bulldozer, I'm a racecar."

An idea surged in Doc's mind and he smiled. He offered the kid a deal. A race, and if he won, he could go free. The others who were observing stared at him with wide eyes. But Doc knew, knew that this hot rod had spent hours training on asphalt racetracks. He was clueless as to how to race on dirt.

And Lightning, blinded by his arrogance, saw nothing suspicious about Doc's proposition. They set themselves up at Willy's Butte and as he stared down the long stretch of dirt Doc felt a pang of nostalgia. How many times had he raced down such tracks and how many times had he won?

No. He was not here to race. He was here to teach this kid a lesson, to knock him down a few pegs. Lightning revved his engine and took off once the flag was waved. Doc followed leisurely, instructing Mater to come with him. On the first turn, Lightning did exactly as he expected. He spun out of control, unable to keep his traction and delved down a hill and into the cactuses.

"Was that floatin' like a Cadillac?" he called down the slope, mocking the racecar's mantra at the start. "Or was it stingin' like a Beemer? I'm confused. You drive like you fix roads. Lousy."

A frustrated growl was his only response. Satisfied, he left Mater to the task of towing him out and drove away, perhaps faster than normal. The call of the dirt track was tempting, to feel the wind and the grit in his tires.

He would not go back. He would not let Lightning drag him back to the world that hurt him so.

…

The following morning, he ventured out to find the others testing out a portion of smooth tar, spinning in circles and laughing in delight. He paused for a moment, unable to deny that the kid did a good job. But when he looked around, he didn't see Lightning anywhere in sight, or Sheriff, for that matter.

For some reason, his instinct guided him towards Willy's Butte. He had seen Lightning's confusion, his inability to understand how he had messed up that turn. And if Lightning was a proper racecar, he would want to get to the bottom of the problem.

He hoped it was as simple as Lightning making a break for it. But it was as he suspected and he watched Lightning race down the dirt, kicking up clouds behind and around him, eyes searing into focus on the first turn. He experimented with his tires, turning them slightly at first, but it didn't make a difference. He let out a shout of anger as he spun out, but he determinedly went right back to the starting point.

Doc saw a flash of himself, training for hours on whatever track he could find. Dirt, sand, anything that would improve his skills. The determined glint in Lightning's eyes was one he once held and he couldn't stop the smile from spreading.

Don't do it, his mind warned him. Leave it alone.

But he ventured towards the panting, slightly exhausted kid anyway. He told him what he needed to do to accomplish the turn, but Lightning gave him a flat, bored expression and dismissed him. The disappointment flared, followed by anger. No, he shouldn't feel disappointment. Not over a cocky young racer who clearly didn't care about anyone. He should have expected as much and it was his fault.

He forgot himself for a moment. It wouldn't happen again.

…

Doc was not at all happy when Lightning burst into his workspace as he doing a check-up on Sheriff. "He'll meet you at Flo's, now get outta here," he snapped.

Anyone else would have cowed and slunk away. But Lightning met his glare, eyes hardening with that infuriating defiance, and retorted, "I've been trying to get outta here for three days!" before storming out.

Sheriff was more amused than Doc. "Kid's got quite the mouth on him, doesn't he?"

"Anyone ever tell you you got a smart mouth, Hud?"

Smokey's voice came unbidden into his mind and his heart gave a painful wrench. Keeping his expression neutral, Doc grumbled, "You're telling me."

When he finished up, he found himself staring at his garage, where the door was open. Eyes narrowing into slits and knowing exactly who was inside, he went to the doorway. "I knew you couldn't race," he said tightly, gaining a startled Lightning's attention. "I didn't know you couldn't read."

Lightning only stared in awed amazement. "You have three Piston Cups."

Doc didn't need to hear this. He didn't someone to remind him of his accomplishments and he only tensed more when Lightning continued to talk excitedly. He kicked him out of his garage and went to the window, watching as he sped right for Flo's.

He shouldn't have been worried about him breaking the news of who he used to be. The others clearly didn't believe Lightning and Flo asked in bemusement, "Have you ever seen him race?"

What Doc didn't expect was Lightning's eyes to light up and a wistful sigh to escape him. "No, but I wish I could have. They say he was amazing."

There was a stirring of gratitude and Doc closed his eyes, fighting against it. No. He was disrespectful when he thought you were nothing more than an elderly doctor. He's only changing his tune because he thinks you might be of use to him now.

But when Sally gave Lightning a full tank of gas, the racecar did not take off. He stared down the stretch of road that would lead to his freedom thoughtfully. Then he gave a sincere smile and followed after Sally.

Maybe you're only seeing him as you want to see him.

Doc ignored his thoughts. Arrogance, cockiness and overconfidence was all there was to Lightning McQueen. He would not let himself be fooled.

"He actually thought Doc was a famous race car," laughed Ramone, his voice filtering past the thin, grimy glass of the garage window. "That's so too much."

A surge of pain went through Doc's very core. He let himself feel it. And for the first time in decades, he decided to do something about it.

…

The scent of soil, the film of dust in the air, the seemingly endless track that smoothed out before him. Doc sat still, taking it in, feeling the sensations he long since abandoned. He revved his engine, feeling his body hum and he took off.

It was the fastest he'd driven in years.

The wind rushed past him, whistling a high-pitched melody. His old racing tires, still fitting snugly after all this time, crunched against the dirt. A smile stretched wide across his features and he hit his first turn with such fluidness it was if he'd never stopped doing it.

He came to a stop, breathing heavily and enjoying the almost-forgotten feeling of adrenaline. Then the clouds of dust dispersed and his eyes locked with a broadly grinning Lightning.

Doc stared. And horror washed through him, the realization that he had given into the temptation, that he had let this rookie pull him into the world he vowed never to go back to. He spun on his tires and tore off without a word.

It was frustrating when Lightning followed after him, persistent and stubborn. Doc refused to listen to his questions, demanding he get out. But Lightning would have none of it.

"Come on. I'm a racecar, you're a…much older racecar, but under the hood you and I are the same."

"We are not the same!" snapped Doc, because he refused to believe it, refused to acknowledge the similarities between them. "Understand? Now get out."

"How could a car like you quit at the top of your game?"

Doc froze. Rage built within him, but he kept it contained. "You think I quit?" he asked quietly.

Lightning realized by his reaction that he said something wrong and his expression turned into puzzlement. Silently Doc moved over to a corner of his garage and turned on a light, which illuminated a yellowed newspaper article. Lightning stared at it, eyes widening.

"Right. Your big crash of '54," he whispered.

"They quit on me," said Doc hotly, feeling the buried grief rise up with a vengeance. "When I finally got put together, I went back expectin' a big welcome. You know what they said? You're history. Moved right on to the next rookie in line. There was a lot left in me. I never got the chance to show 'em. I keep that to remind me never to go back. I just never expected that that world would find me here."

Lightning, who had listened to him intently, immediately said, "Look Doc, I'm not them."

"Oh yeah?"

"No," said Lightning firmly. "I'm not."

"When is the last time you cared about something except yourself, hot rod? You name me one time and I will take it all back."

Lightning went stricken, sudden realization crushing down on him and bringing with it sadness and misery. Doc saw it, but his anger would not allow him to register it. Not allow him to see that Lightning wasn't what he was making him out to be. Cars that didn't care about anyone wouldn't be upset by being told such.

"I didn't think so. These are good folk around here, who care about one another. I don't want 'em dependin' on someone they can't count on."

Lightning snapped back to life, a fire appearing in his eyes. "Oh, like you? You've been here how long and your friends don't even know who you are? Who's caring about only himself?"

Doc bristled. "Just finish that road and get outta here!" He sped off, leaving Lightning in his garage, with the physical reminders of his past life.

…

When he woke up the next morning, he wasn't expecting for the road to be completely finished or for Lightning to actually be gone. Doc sat at the edge, the front of his tires resting against the fresh asphalt, watching as the others gleefully travelled down their new road.

"He's done," said Mater despondently. "He must've finished it while we was all sleepin'."

"Good riddance," said Doc curtly.

He returned to his office, trying to banish the tow truck's saddened voice from his mind, trying to ignore the irrational confliction that was beginning to develop. This was what he wanted. He wanted McQueen out of his town. All the kid had done was fight and backtalk and be disrespectful.

No one in Radiator Springs ever fought him before. They had their disagreements but they were friendly. The cars in the town were respectful, to each other and to him. Lightning was the first one to argue with him, to scowl at him and fight with him and insult him. It had been a change of pace, having someone to trade barbs with, and he looked forward to the moments where he could out-sass the rookie.

Smokey always did say he had a smart mouth.

But above all, he couldn't forget the sensations he experienced on the dirt track of Willy's Butte. He thought he'd been content, to spend his days as a doctor and nothing more. Then Lightning burst onto the scene and brought him back into the world of racing with an abruptness he wasn't prepared for. Lightning was a constant reminder of who he used to be, of what he used to do and what he left behind.

Maybe that's why, when he discovered Lightning in Luigi's and Guido's shop, trying on tires and laughing along with everyone else, the anger resurged and he forgot his conflicted feelings. He stormed off in a huff, resolving to get back to his peaceful life once and for all.

…

"You called them?"

Sally's voice contained heartbreak, eyes glittering with betrayal and devastation. Doc wavered for a moment, unable to stand to see her so sad, but he steeled himself. "It's best for everyone, Sally."

But he couldn't fool her. Never could. Her eyes hardened with disappointment and she retorted, "Best for everyone or best for you?"

She took off, tires squealing and Doc felt a heavy weight develop in his gut. He slowly moved to where the others were gathered, watching the horde of reporters follow Lightning's trailer, their headlights sparkling in the distance.

"I didn't get to say goodbye to him."

Mater glumly set off and so did everyone else. Doc stared, seeing clearly for the first time their disappointment, their sadness. Soon he was left alone, beneath the faulty traffic light, as the neon lights surrounding him were turned off.

"You can be as hard-headed as a tractor."

Smokey's voice sounded in his memory, the rebuke not losing its sharpness even in his mind. Doc closed his eyes, realizing in that instant what he had done.

He was so focussed on keeping his past a secret, on keeping it where it belonged, that he did not see what was occurring before him. He ignored Lightning's sincere smiles, his laughter with Mater as they joked around, the delighted smiles on Luigi and Guido when Lightning came to them for tires, and the fond laughter of everyone else that was watching.

Lightning had gone to great pains to get the others to fix their neon. As a gift for Sally, as a gift for them. As a gift to him. He didn't have to do it. It wasn't about putting on an act or getting a girl. Lightning had wanted to because he cared.

And he had known. He had known Lightning wasn't all cockiness and disrespect, not just because he was a good judge of character. He had been the same, once. Perhaps still was, in a way.

That was what frightened him the most. So quickly he had seen himself in Lightning, saw that the kid was so much more than he presented himself to be. He didn't want to believe it. He ignored it. He didn't want any more reminders of the pain and his grief. He needed the kid gone so he could return to the life he had built for himself.

He knew now he was wrong. Lightning had brought joy to his friends and he had forcibly taken it away from them. He could only imagine how Lightning was feeling now, alone in his trailer, taken away so suddenly without proper goodbyes and he felt a surge of anger towards himself.

Lightning had, for a moment, made him feel true joy, one he hadn't felt for a long time. He had been content, he had been happy, he had been peaceful. But joy…the joy of racing down the track, of seeing another racing down a track…and he rejected it.

He would fix this. He would fix his relationships, see if Lightning would be willing to give him a second chance. He would have to act quickly.

The race in California wouldn't wait.

…

"Hey guys, what's going on?"

Sally drove up into the lot of Flo's café, tired and confused. She had been roused by Mater shouting outside her door, saying that Doc wanted them all to meet him at Flo's. So here they all were, in the early hours of dawn, waiting.

"I don't know, sug," answered Flo. She glanced at Mater and asked, "Did Doc tell you why he wanted to see us?"

"Nope," said Mater. "He jus' told me to git everyone as fast as I could. I think my diet's working, 'cause I'm speedier and more aeronamical than before!"

"Probably came to confront someone about the tractor invasion the other day," said Sheriff with a sniff.

Mater's eyes darted about. "Uh, ya know what, I got some stuff I gotta do—"

"He's just joking, man," said Ramone, looking at Sheriff in amusement.

They all quieted when they spotted Doc coming from down the road. The elderly car approached them, a serious expression on his features. "I know it's early, but I appreciate you all comin' here."

"What's wrong, Doc?" asked Luigi in concern.

"I owe you all an apology. I was the one who called those reporters to town."

There was a shocked silence, with the exception of Sally, who only looked away. "But…why?" asked Flo in bewilderment.

"When the kid told you I used to be a racecar, he wasn't wrong," said Doc quietly. "He was right, about all of it. I used to be a champion. But then I had a nasty crash…and the racing world wouldn't take me back. Everything I loved was gone in an instant. I vowed to forget about racing and never have anything to do with it ever again. The pain was still too great and I suppose I never got over it."

"Lightning's a racecar," said Lizzie cheerfully. "You're just like him."

Doc thought of Lightning's determination and his spirit. He thought of his stubborn streak, of his heart and of his eagerness to learn something he did not know before. "Yes," he said, admitting it for the first time out loud. "Just like him." He then stared directly at Sally with remorseful eyes. "I did what was best for me. You were right. I was selfish."

"No," said Sally automatically, feeling a crushing wave of guilt and regret, for she hadn't ever stopped to think why Doc was keeping Lightning at a distance. "No, I shouldn't have said that. I was angry—"

"You had every right to be. You don't need to apologize." Doc looked at Mater. "I'm sorry I took away your chance to say goodbye."

"S'okay!" said Mater, hating to see Doc sad. "I mean, we're best buds, so I'll see him again!"

This brought a sincere smile to Doc. "Sooner than you may think. There's quite a bit I have to say to Lightning and it's a trek to the Los Angeles International Speedway."

Sally's eyes widened. "You're going to see him race?"

"I am. Thought maybe I'd have some company with me. Sure he'd be more happy to see you lot than me."

"Woo-wee!" whooped Mater. "Hang on buddy, here I come!"

"All right, road trip!" said Ramone with a wide grin. "What do you say, baby?"

"You know it," said Flo.

"You'll need to get there as fast as you can, so I'll come with you," said Sheriff, trying and failing to hide his happiness at the prospect of seeing Lightning again.

"Guido, we will get to see Lightning race!" exclaimed Luigi.

"You might get to do more than that," spoke Doc. "Heard on the radio that the kid's previous pit crew quit on him. He could probably use your help. I doubt he's goin' to have a team waiting for him when he gets to the track."

Sally eyed him knowingly. "You want to fix that."

"There's no fun racin' alone," said Doc wisely. "What do you say, boys?"

"Pit stop!" said Guido eagerly, nudging Luigi insistently.

"Yes, Guido, you will finally get your chance!"

"Ah, guess I might as well come along," sniffed Sarge. "Sheriff's gonna need help keepin' you all in line."

"Lightning's going to need good, organic fuel," said Fillmore. "None of that poisonous junk."

"These old tires aren't what they used to be," said Lizzie wistfully. "I'll stay here. Who knows, we might get some customers who need bumper stickers."

"I'll stay here, too."

Doc looked at Sally in surprise. "Are you sure?"

"Yes," said Sally. "Can't leave the town empty. We'll watch it on television." She smiled and gave Doc a sweet, affectionate kiss. "Besides, this way you'll have no choice but to bring him back. C'mon, Lizzie, let's see if we can hook up the television."

"I have one on my porch."

"That's a record player."

The two drove off, and Red gave a honk, indicating he would also stay to watch the town and the girls. He followed after them and Doc let out a quiet, fond sigh. Turning to the others, he said, "We better get going. But before we leave…think you have time for a paintjob, Ramone?"

"Anything for you, Doc," said Ramone. "What do you want?"

"It's been a while since I wore my old racing colours. I'd like to see how they fit after all these years."

And after Ramone finished, Doc looked in the mirror, staring at the bright words flaring across his sides; 'Fabulous Hudson Hornet'. It was familiar and he felt a wave of emotion overcome him. They didn't look odd or out of place. In fact, they looked as if they should have never left. It felt right. It was right.

Ramone smiled at him. "You look smokin' Doc. I'd say they still fit."

…

When they arrived at the Los Angeles International Speedway, they had little difficulty getting into the pit area. The security vehicles nearly fell over themselves at the sight of the Hudson Hornet and were more than happy to let them all pass through.

Doc's grill curved into a frown at the sight of the lone figure in Lightning's pit. The transport truck was by himself. He jolted in surprise at the sight of them. "Hey, this is a private area, how did you—?" He cut himself off when he zeroed in on Doc's racing colours. "Oh," he uttered. "Mr. Hudson Hornet, what I do owe the honour?"

"No need for that," he dismissed. "Call me Doc. I'm here to see how the rookie's doing."

At his confused look, Flo piped up helpfully, "We're from Radiator Springs. Where you found Lightning."

Immediately the transport truck's features transformed into guilt. "I'm so sorry it was a circus show. The reporters knew before I did and when I found out I had to get there as fast as I could or else the media would get their fangs in him. I just hustled him out of there, I didn't even think—he didn't get to say goodbye or anything, did he?"

"It's my fault all that happened, not yours. We came here to correct that. It's a big race and he's done a lot for our town, for us, so we figured we should be here to see it." Doc turned to look at the track, watching the red car trail just behind the other two. "How's he doin'?"

"Not good," he muttered. "He's not really into it today."

"Also my fault," said Doc quietly, so that the others could not hear him.

"Does he have a pit crew?" asked Luigi anxiously. "If not, we would be more than happy to be his pit crew! Guido is very good."

Guido nodded vigorously. Fillmore added, "I brought some organic fuel. It'll make him feel way better. Trust me."

"It's hippie juice. You'll contaminate him," countered Sarge.

For a moment, the transport truck seemed lost. Then his eyes brightened with relief and he said, "I could use all the help I can get! I don't know what I'm doing, honestly."

Doc eyed him. "What's your name?"

"Oh—excuse my rudeness! I'm Mack."

A round of introductions passed and their attention was immediately brought to the racetrack by a swell of gasps from the audience. Lightning narrowly missed hitting the wall and Doc felt his gut lurch. But he settled in the infield, dazed and confused. With a shake of his head, Lightning got back onto the track and tried to catch up.

"Mind if I use that headset?" asked Doc.

Mack gave a nod and handed it over. Doc went onto the crew chief stand, and when he hovered just above everyone else, with a clear view of the racetrack, he felt his breath leave him. His eyes zeroed in on Lightning, who was struggling, and he indicated for Mack to come closer.

"Say somethin'," he whispered.

Though puzzled, Mack complied. "Hey, you all right kid?" he asked, sincere concern in his voice.

"I don't know, Mack. I…I…I don't think—"

His misery and self-doubt caused Doc to frown and he said sharply, "I didn't come all this way to see you quit."

"Doc?" Lightning asked, stunned and hopeful.

And as he rounded the track, he shifted his eyes, and at the sight of his friends a wide grin stretched across his features.

"Guys, you're here! I can't believe this!"

"I knew you needed a crew chief, but I didn't know it was this bad," said Doc lightly.

"I thought you said you'd never come back."

"Well, I really didn't have a choice. Mater didn't get to say goodbye."

Perking up at that, Mater shouted, "Goodbye! Okay, I'm good."

Lightning pulled into the pits, grin only growing when he came close to his friends. As Sarge and Fillmore resupplied his gas, Doc said, "All right, if you can drive as good as you can fix a road, then you can win this race with your eyes shut. Now get back out there!"

Determination flared in Lightning's eyes and he picked up his speed, getting back onto the track. The way he caught up to The King and Chick with such precision and grace sent pride through Doc.

"Hot snot, we are back in business!" he declared. He turned to Guido and Luigi and said, "You're goin' up against professional pit crews boys, you're gonna have to be fast." But he had no worries, because he knew they were skilled and their enthusiasm would only serve them, not hinder. "Kid, you can beat these guys. Find a groove that works for you and get that lap back."

Lightning quickly found his pace and went with it, charging forwards. It was then the announcement came, crackling over the stadium speakers. "Darrell, it appears McQueen has got himself a pit crew. And look who he has for a crew chief! Wow, this is history in the making. Nobody has seen the racing legend in over fifty years!"

There was a roar from the crowd, thousands of cars cheering not for the racers, but for him. His friends looked at him with wide grins. Doc kept his eyes on Lightning, his emotions surging. All these years, he had thought he had been forgotten, only to find out he had been wrong.

But he didn't focus on it for long. He would relish the moment later. Now was all about Lightning. He watched as McQueen passed Chick and The King on the inside. "You're doin' great, kid. Just keep your head on."

Lightning made up his lap, on route to pass by Chick Hicks. The stock car nudged Lightning's side, sending him spinning. Doc watched as Lightning steadied himself and drove backwards, casting a flummoxed Chick a cocky grin and wink before swinging around.

Good job, kiddo.

Chick did not give up and his next interaction with Lightning left him with a flat tire. "Doc! I'm flat, I'm flat!" he cried, panicked.

Doc too felt that panic, because a flat tire could lead to a more disastrous result. "Can you get to the pits?" he demanded.

"Yeah, yeah, I think so."

Doc's eyes caught the yellow flag being waved. "Hey, got a yellow. Bring it in. Don't tear yourself up, kid."

"We gotta get him back out there fast or we're gonna be a lap down, and we'll never win this race!" said Mack anxiously.

"Guido! It's time," instructed Doc.

Lightning made his way into the pits and Guido replaced all four tires in mere seconds. Lightning immediately charged at a breakneck speed for the track. Doc watched intently as Lightning's eyes locked onto the pace car. It was close, but Lightning made it.

Doc grinned. Show 'em how it's done, rookie.

The three cars stuck close together and soon it was a three-way lead with only one lap to go. "This is it, kiddo. You've got four turns left. One at a time. Drive it in deep and hope it sticks. Go!" instructed Doc, feeling his own heartrate pick up with excitement.

Lightning charged forwards and managed to thread his away around Chick. But the stock car darted forwards and slammed into him, sending him into the infield and accidentally causing himself and the The King to lose their groove.

"I think McQueen is out of the race!"

And Doc watched as Lightning turned his tires hard, sending dirt spraying in all directions. He smiled widely as Lightning successfully aimed himself off the dirt and onto the asphalt, using the advice Doc had given him back at Willy's Butte.

"Float like a Cadallic," began Doc.

"Sting like a Beemer," crooned Lightning, sliding ahead of The King and Chick.

The rookie was going to win the Piston Cup and Doc refused to even blink, not wanting to miss the moment where the kid crossed the finish line. But the horrified gasp automatically snapped his attention away, and he froze at the sight of The King spiralling in the air, before striking the ground hard and rolling several times before coming to a smoking halt.

Grief and a horrible understanding charged through Doc. He knew all too well what a crash could do, how dismissive the racing world could be to the older cars that wrecked.

The screeching of brakes filled the silent air and he turned, eyes widening at the sight of Lightning stopping dead before the finish line. His eyes were hard, expression set in a determined line. He let Chick pass the finish line before him, and still did not move.

"What's he up to, Doc?" asked Flo

Doc only smiled, because if he spoke there was a good chance he would choke on his pride, on his emotions. Lightning reversed all the way back to The King.

"What are you doin', kid?" The King's voice filtered through Doc's headset, passing through the communicator Lightning wore.

"I think The King should finish his last race."

Lightning began to push the veteran racer towards the finish line. "You just gave up the Piston Cup, you know that?"

"Ahhh. This grumpy old racecar I know once told me something. It's just an empty cup."

Doc's heart surged, with warmth and affection, and he knew that his worst fear had come true. He had feared getting attached to Lightning if he stayed in Radiator Springs, getting permanently fixed to racing and the world that wronged him. He had felt himself starting to soften at Willy's Butte, when he saw Lightning training to overcome the dirt turn. He tried to fight it.

He wasn't going to fight it anymore.

Lightning brought The King back to his sponsor and his wife before joining his own team. He smiled softly at the praises of his sponsors before setting eyes on Doc. Regarding the racecar, Doc said warmly, "You got a lotta stuff, kid."

He beamed, eyes lighting up with delight and pride. "Thanks, Doc."

Tex called Lightning over for a quick chat and, when it was over, he rejoined his friends and Doc asked casually, "What was that about?"

Lightning smirked. "What's the matter? Worried I might take an offer with Dinoco?"

"Well, you have fired three crew chiefs in one season. What's a fourth?"

It was meant to be a joke, but Lightning's expression fell. "You read up, huh?"

"To satisfy my own curiosity. I didn't mean anythin' by it, son."

"No. You're right. I only cared about myself."

"You were a brat. Happens in this business. But I was wrong." Doc shifted a glance towards Rusty, Dusty and Mack, who were laughing with the others. "You cared. You just weren't very good at showin' it. Probably thought there were other things more important, like status. But they saw somethin' in you. That's why they kept you, why Mack stuck around."

Lightning perked up at this and he smiled happily. "Yeah. I guess." He then grew serious. "But listen…I'm sorry. I was rude. I was disrespectful. You tried to give me advice and I just brushed you off. Thank you for coming today. It means a lot."

"I have to apologize too. I was the one who called those reporters in. Sorry, kid."

Lightning laughed. "It's okay. Actually, you lasted a lot longer than I thought you would. I was hoping you'd kick me out of the town the first day."

"You thought backtalk and disrespect would do the job?" asked Doc in amusement. "Gonna take more than that if you want to get rid of me."

Lightning eyed him hesitantly. "Um…I know it's not really an excuse or anything for how I treated them, but I never really found a crew chief that I clicked with. But today…today was amazing. You really helped me out. I know you said you wouldn't come back, but you did, and since you're already here…would you maybe consider being my crew chief?"

Doc glanced at him. The rookie he butted heads with for the past few days, the kid who made him revisit the racing that he loved, who made him feel true joy again.

"Thought I already was, kiddo."

Lightning's smile was brighter than the sun.

…

"All right, I'm here, where's the fire?"

Lightning paused in front of the new Radiator Springs museum, it's fresh paint glossy in the afternoon light. "There's no fire," he said in bemusement.

"Well, by the way you pestered me to hurry up and get here, I figured there was a fire or some other catastrophe." He frowned. "You and Mater didn't break anything, did you?"

"No!" Rolling his eyes, Lightning led the way into the museum. "I wanted to show you the new wing. It just got finished."

He led Doc through the exhibits, which showed pieces of Route 66's rich history. They eventually came upon the wing Lightning was talking about and Doc stilled. There were newspaper cut-outs of his racing days blown up and hung on walls, secured in frames and painted on canvases. His Piston Cups were polished and they glimmered under the artificial lighting.

"You said this was going showcase racing history," said Doc at last.

Lightning's eyes shifted. "Yeah. Your history, specifically, but I left that out. I wanted it to be a surprise."

Doc slowly rolled across the floor, staring at the physical timeline of his career, depicted in admiring, loving words and accompanied by his keepsakes. "Was this your idea?"

"No," began Lightning, but he was interrupted by his girlfriend, who passed through with a cleaning rag.

"Yes!" Sally called as she went by. "He spent weeks working this out. I thought it was an amazing idea."

Doc stared at Lightning, who grinned sheepishly. "Well, you're one of the greats. You deserve a museum wing. I'm not taking any of it down, by the way. You aren't either."

"I think you're overestimatin' the amount of folks who want to know about my dusty racin' days," said Doc.

"I do," said Lightning instantly. "I like hearing your stories of your dusty days. I bet other people will too. In fact, on opening day, there's gonna be a line-up for this wing."

Doc laughed. "You've got an imagination, rookie."

"Fine then. If I'm right, you gotta race me."

"All right then. If you're not, you gotta race me." At Lightning's confused expression, Doc smirked. "About time someone put you in your place."

Lightning scoffed. "Oh sure, look who's talking. You're on. Don't be too disappointed when you lose."

When the museum finally opened a flood of cars came to see it and there was indeed a line-up to see Doc's wing. Doc was touched and Lightning was smug and boastful. Doc let it go, because he would show the rookie soon enough that he didn't know most of his tricks yet.

But he couldn't wait to teach Lightning all of them.