Thanks so much to all that reviewed. This being my first story for this fandom I was really nervous, so thank you.

Five years earlier.

Lightning McQueen looked at the Radiator Springs residents surrounding him. Each was laughing and sharing stories with car next to them, everyone except him.

Don't they get it? He's gone, forever. Lighting pushed his drink away with a tyre before reversing further into the shadows.

"Where do you think you're going, Stickers?" Lightning winced as he the nickname given to him by his girlfriend.

"I'm thinking about heading back to the cone, it's kinda been a long day."Lighting started heading for the exit closest to him, stopping when Mater's tow hook attached itself to the race cars chassis.

"But the party hasn't started yet," Mater said while pulling the race car into Wheel Well. Lightning felt his panels heating up as anger started taking control. With a couple useless attempts to dislodge Master's hook, Lightning turned to his best friend and forced Mater's hook off his chassis with a hard jerk. Mater jumped, and looked at his friend wit wide eyes. "You okay, bud?"

"Am I okay! In case you lot haven't noticed," Lightning said while turning to face the town. "Doc's dead, never coming back, ever. We shouldn't be celebrating!" Lightning looked at the town through a red haze. Don't they get it…Clearly not. I thought Doc was their friend. I guess they thought that they could hold a funeral and forget about everything he's done for them.

Cautiously Sherriff broke through the pack. Hardly daring to breathe as he locked eyes with the young race car. "If we shouldn't be celebrating, what should we be doing?" Sherriff asked. Lightning reversed slightly, shock written across his face.

"I-well-I." Lightning glared at Sherriff for asking the question he had. Sherriff shifted into gear, in case he needed to move out of the race cars way.

Seeing Lighting made Sally feel like there was hundreds of knives being pressed into her panels. Sally tried driving toward her boyfriend, noticing her movement, Lighting stormed out the west entrance of Wheel Well. The residents of Radiator Springs stared at the cloud of dust left behind by the race car, each as silent as the next. Eventually Sally headed for the dust cloud.

"Do you think I should follow him?" She asked quietly, ignoring the drink beside her.

"I think you should let him cool down a bit first." The town jumped as a voice cut through the air of the east entrance. "I just came through for a drink and somewhere to stay, looks like I got a little more than I bargained for." The stranger said with a slight chuckle.

"Guido, can you get our guest something to drink?" Sally drove toward the stranger. "How long do you plan on staying?"

"Just one night, I'm in a hurry." Sally nodded.

"I'll need a name." The silver Maserati 3500 GT confidently drove further into Wheel Well, and looked around.

"My names Frank-"

"Frank! Where?" Mater yelled while his eyes frantically darted around the room. The Maserati looked at Sally who simply shrugged. Hoping to calm the tow truck down Frank drove up to Mater.

"I'm Frank."

"Please don't hurt me!" Mater jumped away from the Maserati. After looking around for the harvester Mater looked down at the Maserati. "Oh, sorry 'bout that, bud. You see Franks a mean old harvester that always chases me when I go-" Mater glanced over at Sherriff to see if the Mercury Police car was listening, much to Mater's dislike, he was. "Smashing mail boxes!" Mater said with an over excited jump.

"Smashing mailboxes?" Frank asked while looking over at Sherriff himself.

"Oh yeah, it's loads of fun. Hey, you don't sound like you're from around 'ere." Mater said, hoping to avoid a questioning from Sherriff later. Frank smiled at the tow truck warmly.

"I'm visiting from England."

"England!" The town chorused, Guido pausing with Franks drink to join in. "What!" Lizzie asked, completely oblivious to what was happening around her.

A cool evening breeze blew through Willy's Butte, taking a old piece of tumbleweed with it. Dust lightly skipped across the ground before resettling somewhere else. The light from the moon cast a dark shadow over the track, as if it knew that it had lost a good friend. The cactus in the pit behind the corner that was notorious for making Lightning spin out remained carless and eerily gentle under the moon.

"It has to be around here somewhere," Lighting muttered to himself as he edged toward Willy's Butte. Without lights the terrain was a lot more unpredictable than normal. While the race car was able to use the glow from the moon to assist him, it wasn't much use when he was heading toward his shadow.

Edging forward, Lighting felt it was safe to drive forward a little more. Suddenly, the Earth fell out from underneath the young race car. Lighting's scream split through the silence of the night, and echoed through the air, as he slid down the rough terrain the lead to the track. Dust was flicked into the air, which clung to him in protest, plants were torn from the Earth and rocks jumped up at the race cars paintjob.

After a few more moments of uncontrollable falling, Lighting braked as hard as he could. Managing to stop himself before hitting the huge rock formation in the middle of Willy's Butte. "That was close, too close."

After a bit more guessing Lighting decided he had found the starting line that was marked by old tyres. The race car closed his eyes and took some deep breaths. "Speed. I am speed." He remained silent for a few moments, hoping he would get the motivation he normally does. Nothing. Defeated the race car opened his eyes and sunk down on his tyres.

"Why did you have to leave?" Lightning watched the wind as his words were tossed around. "I wonder what Doc would be doing right now if he were alive. Probably talking to me about my training tomorrow. Yelling at me whenever I changed the subject to him, or anything else for that matter. He never liked anyone caring about him." Without hesitation Lightning picked himself up and looked down the track. I guess I better start training. Lightning revved his engine a few times to get warmed up. The race car went to move, but couldn't bring himself to do it. He felt like there was a huge wall in front of him, preventing him from moving. Yet nothing could be seen. You can do this. Lightning told himself, revving his engine one more.

I'll put it simple. If you're going hard enough left, you'll find yourself turning right," Doc said to an impatient Lightning while making the turns with his own tyres.

"Oh, right. That makes perfect sense. Turn right to go left! Yes! Thank you! Or should I say no thank you! Because in opposite world maybe, that really means thank you." Lightning yelled before throwing rock and dirt up in the racing legends face.

I acted so ungrateful…Mainly because I didn't understand, and I didn't know who Doc really was.Lighting kicked at the dirt with his tyre.

"Need some help?" Lightning jumped in shock. He angled himself around to look at the car, but due to the poor light the race car found it hard to work out who it might be.

"Hello?" Lightning called out to the strange car.

"You look a little lost. Would you like some help?" The voice replied while driving closer to the track.

"No, I'm fine, thanks." Lightning turned away from the headlights coming toward him, hoping the other car would leave soon.

"Are you sure? Not missing anyone? Think they're gone forever-"

"Listen, pal. I don't know who you are, but if you're looking for a motel, Wheel Well is right from the court house at the end of the street." Lightning huffed, expecting the car to drive away.

"I just came from there. I came here to see you." Lighting turned to look at the car. "My name's Frank, I'm a master mechanic. I'm here to make you an offer."