"This is very nice, Mater." Holley said, looking around the restaurant. "I wasn't expecting this at all."

"Anything for you, m'lady." Mater bowed slightly as he parked across the table from her.

He'd planned this date out weeks ahead of time. The racing team was scheduled to be in the city that weekend, so Mater took advantage of it, finding the nicest place he could to take her on a date.

The venue was dimly lit by real candlelight and soft, turned down lamps. Their table was next to a window facing out towards the street so they could watch the world go by while they enjoyed each other's company.

"It's been such a long time." she commented, looking at him. He'd cleaned himself up enough to be allowed in, and was wearing that funny bow-tie vanity plate for added flair.

"You're tellin' me." he agreed. "But not much has happened 'round here since then. How's work goin' for you? I ain't heard from Finn lately."

"Ugh." she rolled her eyes. "We've been chasing the same guys for weeks now and we're not getting anywhere. Honestly, we could really use some extra help. They're just too elusive."

"Well, if I wasn't so busy helpin' McQueen out, I'd be more than willin' to help y'all." Mater said, trying to hide his constant concern for her. He knew that her line of work could get even more dangerous than what he'd experienced.

"I appreciate that." Holley smiled at him. "But it'll be fine. It'll work out…"

The waiter came by, welcomed them, and took their orders. Mater couldn't understand half of what was on the menu. The language was so elaborate, he waited until Holley ordered and then just said he wanted what she was having.

"Anyway," Holley picked up after they were alone once again, "I hear this season's going great for your team."

"Yeah!" Mater grew overly enthusiastic. "It's been goin' really well. We've won ten races so far!"

Holley loved to see him excited about anything. Aside from his overwhelming chivalry, it was that carefree enthusiasm she found most appealing about him. She sometimes wished she could feel like that. It must be so freeing.

"Maybe I can make it to one someday. I'd really love to - " Holley froze.

"What's wrong?" Mater asked, noticing the drastic change in her composure. She'd gone from relaxed and happy to completely rigid in a mere moment.

Holley turned to look directly out the tinted window. There was some suspicious loitering across the street. She squinted and scanned the cars to double check that she wasn't seeing things. No, they were really there.

"That's impossible." she whispered. "They were in Beijing not two days ago. What are they doing here?"

"Holley…" Mater was visibly discomforted.

"I - I'm sorry Mater." Holley turned back towards him, but kept glancing out the window. "It's just- those criminals I told you about? That's them. Across the street there."

Mater looked outside to see what she was talking about. They did look mighty suspicious. And he noticed they were staring straight at them. The window wasn't completely opaque from the outside looking in.

"They've seen us." Holley whispered. "We're not safe here. I'm terribly sorry, Mater."

"Hey, it's okay." Mater was disappointed, but understood. "What should we do?"

"We can't put everyone in here in danger." Holley assessed the situation. "We need to get out and lure them away, and then lose them. There's a door over there. Let's go!"

They bolted from their table and made a beeline for the secondary entrance. It led out into an alley where they quietly, but quickly navigated their way to the next street over. Holley kept looking back to make sure Mater was with her. Since they'd removed his weapons, he was essentially defenseless against armed criminals. She had to protect him.

They rounded a corner into another narrow alley to try and stay off the roads and out of plain sight. Between the maze of buildings, they eventually stopped to rest in a secluded alcove.

"I think we lost them." Holley said, scanning the area. "But we need to be careful. I need to get you back to your hotel."

"But I want to help!" Mater protested. "I don't like seein' you out here on your own. Them guys looked perty tough."

"Oh, Mater." Holley gave him an affectionate little tap on the side as she tried to act like it wasn't a big deal. "You know I can handle my- "

"Well, well, well." a voice said with a Russian accent from a balcony above them. "You think you can run from us that easily? We've been following you, agent. You cannot hide from us."

Holley immediately went on the defensive, positioning herself in front of Mater and baring her tasers. They were everywhere, and they had real guns. She counted six that she could see. Without Finn, she doubted she could take them all on by herself and protect Mater at the same time.

"Holley, what're you doin'?" Mater asked her, trying to in turn protect her.

"I've got this, Mater. Trust me." she whispered back at him.

He trusted her, but he wasn't about to stand by and do nothing. He watched as more of them appeared around the corner. Holley saw them too, and knew how Mater would react if given the chance. No matter what she said to him, he was inevitably going to get wrapped up in the situation if she didn't do something quick. She wasn't about to let history repeat itself.

There were too many of them, completely surrounding Holley and Mater. Holley began to panic. Her priorities changed from getting herself and Mater out of there to just making sure he made it to safety. She relaxed and put away her weapons.

"You boys want me? Well, come on. Take me. Time's wasting away." she taunted them, driving towards them.

"Holley!" Mater couldn't believe what he was seeing.

The Russians weren't fooled. They were smarter than that. They kept their weapons pointed toward her as they slowly drove closer.

Holley waited until all eyes were on her. They clearly considered her a threat, as opposed to Mater. They would care less about him. When Holley was convinced of this, she spun around, and gave him a quick little kiss on his fender.

"I love you, Mater." she said with an apology written in her eyes.

She immediately bared her wings and rockets and blasted straight up into the sky. The criminals started shooting and yelling, issuing orders to keep her in their sights. As she flew over the buildings, they all scrambled to chase her on the ground. Less than ten seconds passed and Mater was suddenly alone.

He didn't move. He looked down at the spot on his fender where she'd kissed him. She'd told him she loved him. He'd never had anyone say that to him that wasn't family. He'd never had anyone love him in a romantic sense. He looked up at the sky. The love of his life had just flown away into a spatter of gunfire with not a word of warning.

His mind came around and decided to function again, and he panicked. He was so helpless. There was nothing he could do. He needed help.

Several uncaught traffic violations later, he burst through the doors of the hotel the racing team was staying at. Half the town of Radiator Springs was checking out in the lobby. They hadn't planned on seeing Mater back this soon, let alone in such a state of dissociation.

"Guys!" he yelled and rushed over to them.

They all turned to ask him what was wrong. He started to speak, but his words weren't making any sense. Lightning came up to him and attempted to calm him down, but it was useless. Mater couldn't hear or understand anything other than his own emotions. All the town could make out was "Holley", "bad guys", and something about gunfire and her flying away.


Days passed. They returned to Radiator Springs in between races and took on the task of handling Mater's meltdown. Lightning spent as much time as he possibly could trying to talk to him. After Mater'd worn himself out, Lightning finally got a chance to talk, trying to assure him that Holley knew how to handle herself, that she'd made it this far without really getting hurt. He tried to tell Mater that sometimes all you can do is wait out bad situations and hope for the best. If she was okay, she'd contact him as soon as she could.

Mater appreciated the kind words, but wasn't overly comforted. He kept replaying her last words over and over in his mind. Each time they grew a little fainter, and he was afraid of losing the clarity of the memory. What if it was the last one he ever got from her?

Dusk started to settle in over the desert on the fourth day after the incident. Mater backed into his shack and prepared for another night of worrying and overthinking. The traffic out on the road was starting to die down for the day. Typically the sound of passing motorists was comforting and relaxing, but now it was just annoying.

Out of nowhere, a familiar sounding engine approached. Mater opened his eyes and glanced down the road. He blinked a couple times, wondering if his mind was playing cruel games on him.

"Mater!" she yelled from nearly a quarter of a mile away.

"Holley!" he returned, feeling the euphoria of all the stress and worries leaving his mind.

He crashed through his front gate and skidded out onto the road to meet her. She was as relieved to see him as he was her.

"I can't believe it!" Mater said. "Are you alright? Please tell me you're okay."

"Oh, I'm fine." she said. "They clipped my wing so I had to drive all the way here, but we got them! They won't be giving us any more trouble."

"Holley, I was so worried." he felt like he was going to tear up. "There's a lot I never got to tell you."

She looked at him and held his gaze. She felt so bad for leaving him the way she did, and she couldn't imagine how he felt. He started to say something more but she shushed him.

"I owe you an apology." she stated. "I promise I'll make up for it."

She moved in for a more meaningful kiss, and he felt everything he needed to say be expressed in that action. At peace, they could continue on.