Doc Hudson and Lightning McQueen were out practicing their laps together. Despite his age Doc had a tendency to outmaneuver just about any move his protégé ever tried. Their friends were cheering them from the sides. They never cared about who would win, they just enjoyed seeing two close friends have fun racing with each other.

Then all of a sudden, during a tricky turn Doc stopped and started panting. Concerned, Lightning went over to his mentor.

"Hey Doc, you doin' okay? You sound out of breath," he inquired.

"Sorry kid, I just haven't been myself these past few days. Listen, this is going to sound out of character for me, but I really need to turn in early. I've got myself a bad headache," Doc replied. Lightning nodded understanding as the rest of the residents of Radiator Springs began to gather around to see if their good friend was going to be okay. Doc went to his garage, horribly out of breath. Flo came in with one of his favorite oil's. He gladly accepted it before politely asking her to give him some privacy.

The next day, Doc was still breathing heavily as he went outside. Lightning was getting ready to leave for the last race of the season with the rest of the pit crew, but it seemed that Doc wasn't going to be able to join them.

"Look rookie-," Doc started before Mater cut in.

"Well, he's not exactly a rookie anymore, he's been racin' fer two years in the big leagues now. Almost three."

"Well, he'll always be a rookie to me. Guess that's the price of being someone's mentor. Look, I'm in no shape to be heading to California. I really can't take it. Sherriff here's volunteered to give you points while you're on the track. Mater can act as your crew chief. You just get out there and make me proud, okay kid?" Doc asked Lightning.

"For you Doc, I'll give it all my best," Lightning promised. Red, Liz, Sally, Flo and Ramone volunteered to stay with Doc while he recuperated. In that final race of the season, Lightning won first place. When asked how he felt, he just said that it hadn't been for his pit crew and the words of his mentor, he would never had made it that far.

That night, there was an after party. Mr. Tex Hex and the King even attended to help celebrate Lightning's victory. Lightning's sponsors from Rust-eze were there as well of course and they felt as though they were having the time of their lives. That changed when Lightning got a phone call.

"Lightning? It's Sally, I needed to call you to tell you; Doc's gone. He passed away about an hour ago. His old motor just stopped. He was very proud of you for winning though. I think getting to see you win made him feel ready to go," his girlfriend's voice said on the phone. Lightning was devastated. The party seemed to be miles away.

"Thanks Sal, we'll get back to Radiator Springs as quickly as possible," Lightning replied. He hung up the phone and slowly made his way back to the festivities. Once everyone saw him and his clearly glum expression the noise seemed to cease as if someone had pushed the mute button.

"Hey Lightning, everything all right?" the King asked the car who had helped him finish his final race.

"Everyone, it is my unfortunate task that I must inform all of you that Doc Hudson, my good friend and mentor passed away an hour ago," Lightning told all of his friends. It was as though a lightning bolt had gone through everyone present. Comforting words were said; even those who weren't particularly close friends with Doc expressed their sorrow. The King even volunteered to attend Doc's funeral.

The day of Doc's funeral, stories were shared, words were said, and tears were shed. Saying goodbye to Doc, the car that had taught Lightning that there's more to life than winning and how to care about others was one of the hardest things he had to do.