It was getting late and the stadium was beginning to clear out. The area around the sponsors' tents was still bustling, but beginning to quiet down as well. Most of McQueen's pit crew was busy packing up and getting ready to leave, giving him and Sally time to drive around and explore a little.

"Is being back in L.A. weird for you?" Lightning asked her.

"Not really." Sally answered. "I never wandered around the racing scene before, so this is all new."

"Is there anything you want to go check out around town before we go?" he asked, trying to get a feel for how she felt about the city.

"Honestly, I don't really miss it." Sally explained. "When I left, I left for a reason."

Lightning understood. She didn't seem like she would fit the California scene. Not anymore, anyhow.

They passed a few more tents, quietly enjoying each other's company. Out of nowhere, a loud obnoxious voice pierced straight through the night.

"Hey, look!" the female voice shrieked. "Sally! Sally Carrera!"

Sally hit her brakes. Lightning heard the voice as well, and stopped to look at his girlfriend. She seemed uncomfortable, if not mildly panicked.

"Uh, Sal?" he asked. "Are you -"

Sally quickly gathered herself and turned around with a smile. Her friend was pushing her way through the cross traffic towards her. Cleo was all smiles as she rushed over and started hopping around in excitement.

"Cleo, I haven't seen you in years!" Sally said through a fake filter of enthusiasm. "You look great!"

She did not, in fact, look great. The red Mercedes was worse for wear, her paint starting to peel and her chrome becoming dull. Living life in the fast lane was taking its toll, and the poor girl was too naive to notice.

"Oh, thanks." Cleo accepted the compliment like it was nothing. "So do you! It's been too long, Sally. No one knew where you'd went! Oooh! Is this your new boyfriend?"

"Uh, hi." Lightning finally said, almost feeling like a third wheel. "I'm - "

"Oh, everyone knows who you are." Cleo cut him off, assuming he was introducing himself. She then angled herself more towards Sally, and whispered, "You finally made it in with the rich boys, hey?"

Lightning could obviously hear everything being said. Were these the kind of friends Sally'd had before coming to Radiator Springs? No wonder she'd wanted to leave so bad.

"Cleo, now, stop that." Sally was embarrassed. "We were actually just getting ready to leave. We're on kind of a tight schedule."

"Oh, we were on our way out, too!" Cleo fell for Sally's lie. "But then I thought I saw you and I just had to go and see for myself. Which reminds me, where'd he go?"

"Who?" Sally picked up on the 'we' pronoun. Who else was with her?

"Oh, there he is!" Cleo turned around to wave her company down.

"Should we call for security?" Lightning whispered to Sally, uncomfortable.

Sally apologized to him with the look in her eyes, and mouthed 'no'. A few seconds later she wished she'd said yes.

"I want you to meet an old friend of mine, Luke." Cleo told the black Audi who'd finally managed to catch up to her. "This is Sally! We used to be really close back in the day. Sally, this is my new boyfriend, Luke."

"Ah, well, look at you." Luke gave Sally a look up and down. "You've not changed at all."

Sally gave the Audi a cross look and responded with, "I believe we've met."

"Oh, come on, that was years ago!" Luke defended himself. "No hard feelings, right?"

"Nope. No feelings at all, actually." Sally said, motioning to Lightning that they should be going.

"Sorry to break up the reunion, guys." Lightning leaped forward and finally inserted himself into the conversation. "We're on a tight time table right now and have to be going."

Luke looked at the racer like he hadn't even noticed him, but then turned back to Sally. "So this is how you upgraded?"

"Yeah, okay, it's time to go." Sally got behind Lightning and they made a run for it back towards the garages where they couldn't legally be followed. "Cleo, just call me if you want to talk more!"

"But I don't have your number!" Cleo's voice faded as the two of them sped away.

Back at the trailer, Lightning turned to look at Sally, who was clearly distraught. He understood how the past could occasionally come back to haunt someone, and didn't hold anything against her.

"Those were the friends you used to keep?" he asked in a lighthearted voice. "No wonder you left."

Sally sighed. "I'm sorry you had to see that. What are the chances, right?"

"It happens." Lightning reassured her, hesitated, and then expressed his curiosity. "You don't have to talk about it if you don't want to, but I am curious about them."

"Well, I used to live with Cleo in law school. She dropped out to pursue her other interests, which mainly involved rich guys. I let her stay with me anyway." Sally briefly explained, as he had the right to know. "She's not a bad person, just a little dim. Luke - he was just a chain of bad decisions."

Lightning laughed a little, then gave her a little kiss on her fender before he backed into his trailer. "We've all made mistakes. Ready to get back to Radiator Springs?"

"You have to ask?" she smiled back.