Setting: Radiator Springs, a few months after the events of the movie.

Author's Notes: Lightning fans especially will notice his character resembles the way he was at the beginning of the film. The possibility that he did not truly change for the better is crucial to the plot. Also, all characters are at least 18 years of age, including Mia and Tia.

Content: Sensuality, mild swearing, alcohol use.

Sally rolled from one end of the Cozy Cone office to the next, fuming to the point that she could feel her rearview mirrors fogging up.

That no-good, two-timing hotshot!

She wanted to throw herself down on one of the cushions in her office and have an indulgent pity-fest, but that would accomplish nothing. Besides, never in her time as a successful attorney had she allowed herself to wallow in regret over any professional or personal insult, and she wasn't about to give herself permission to do so now.

Trying to distract herself, Sally surveyed the décor of her office. Most everything was in the shape of a stylized traffic cone, from the clock to the knick-knacks on her desk. A room decorated in such a saccharine-cute style just did not lend itself to her current mood, she admitted. It was difficult to mope in here, and then she remembered something she kept around that definitely did not match the cones. She rummaged in a lower desk drawer with her antenna, finally locating a relic from the long nights she had spent waiting fruitlessly for customers while the motel she'd poured her savings into sat vacant. The expensive liquor had been a reward for a hard-earned legal victory years ago.

Sally took a nip from the bottle, then replaced it in the drawer. This was no time to lose control, but she wanted to steady her nerves. Earlier that evening, the Porsche had chanced upon her allegedly faithful companion, Lightning McQueen, carrying on with not one, but two, of his female racing fans. She had tolerated the twin Miatas when they followed their idol around, but she had also perceived their growing irritation with her presence. Now she knew why.

The night had started out full of promise. It was a warm evening and she had intended to surprise McQueen with a round of oil drinks from Flo's while he practiced his dirt racing up at Willy's Butte. When she had crested the hill to surprise Lightning, she dropped the tray of drinks in shock as she caught sight of him flanked by Mia and Tia, who were each covering one side of his face with kisses. Lightning, for his part, hadn't looked ashamed or the least bit reluctant to accept their attention.

This had been too much, and in that moment of horror, her trust had been irrecoverably shattered. Lightning had assured her the twins were mindless groupies who he only kept around for appearance's sake, and she had gamely agreed to let the Miatas flock after him. This evening, as she had driven right over the paper cups she'd dropped and fled back to town, she had regretted everything. She'd been played for a fool. Lightning had been so engrossed in the twins' attention, even returning their kisses playfully, that he hadn't heard her engine as she departed.

Ironically, he still loved her, of that she was certain. Yet Sally was not about to continue a relationship that was anything other than exclusive, regardless of whatever Lightning might desire. In truth, she had grown tired lately of trying to decipher his every action. Had he been trying to impress her or them?

Sally's mind stopped wandering as the neon lights outside abruptly came on. She flipped a switch in her office and the Cozy Cone's glow joined that of the other shops on Main Street. It was now twilight, and as had become a tradition, the local residents and visitors alike slowly cruised to doo-wop music playing over loudspeakers. The Porsche halfheartedly rolled out to the street, but she couldn't bring herself to join the dance and cruised sullenly along out of a grudging sense of obligation. She realized with dismay that her tires were rolling over the road he had made.

"Miss Sally, ya look like you gotta bee in yer bonnet!" laughed Tow Mater somewhere behind her. She turned to find the rusted tow truck clattering along next to Lightning himself. When he noticed how downtrodden she truly looked, his smile vanished and he eyed her curiously, trying to decipher what was wrong. From her longstanding and platonic friendship with Mater, Sally had come to realize that he would never possess a snappy wit but he was quick to catch emotional cues. She wished Mater had been alone, as tonight he would have offered a strong fender to cry on while she unloaded her troubles about their mutual friend.

Sally approached them wordlessly. Lightning flashed the seductive grin she had fallen for in the past, but the neon light reflecting off his hood revealed the many smudges of bumper-polish from the twins' lips. He was oblivious.

"It's probably nothing a little kiss won't cure!" purred Lightning, leaning toward her expectantly.

Sally gritted her teeth and swiveled on her rear wheels away from Lightning and toward his friend. She was aware that the other cruisers had overheard the celebrity racecar and had stopped dancing to stare at the trio. All the better, she thought. They had no clue that anything was amiss between the high-profile couple, but that was about to change. Then, though Sally was not typically given to impulse, she did the most vengeful, bitchy thing she could think of.

"That would probably help!" she stammered, and pressed her lips to Mater's. She felt the tow truck freeze in utter surprise, and she closed her eyes and kissed him deeper, her lashes sweeping slowly down his face. Sally was about to open her eyes to enjoy Lightning's reaction when Mater overcame his shock and returned the kiss with a passion that she had never expected.

Time to end this before I hurt a good friend, thought Sally with alarm. Pull away, gloat at Lightning, and speed off enjoying my newfound independence before he even has the wits to lift his jaw off the ground. She didn't want to lead Mater on, as she was all too aware he had liked her well before Lightning came to town. She had always gently turned him down the few times he had gathered the nerve to ask her out. Then why can't I stop myself? she asked herself helplessly. Her tires seemed rooted to the ground and she realized she wasn't moving anytime soon. She didn't…want to move.

Before Sally could begin to rationalize what was happening, Mater took her front tires between his own and pulled her, willingly, into a tight embrace. Nearly crushed against him, Sally breathed in the heady aroma of grease and the outdoors. She found herself lost in the endless kiss, returning his affection. Her mind was spinning and she could feel her engine running hotter than it ever had when she had kissed Lightning.

"Wow…Mater," she sighed as they finally broke away from each other and she settled back onto her tires. They were still only inches from each other and she was staring deeply into his eyes. Any thoughts of the cars watching them curiously, the street dance and the racecar she had loved were far from her mind. Mater's expression was a mix of awe and confusion.

Lightning cleared his throat. His face had the same look of disbelief he'd shown when Sally had reversed Doc's verdict in court and made him repair the road.

"Tell me," he said, panic rising in his voice, "you didn't…feel anything just now." Sally could tell that Lightning already knew the answer to his question, that he had caught the obvious spark in the kiss he had witnessed.

"Did you feel anything when you swapped spit with the twins?" Sally accused, a snarl rising in her voice. "Because if you didn't, and I don't think you did if you were kissing them both, you're just setting them up for heartbreak when you finally choose one of them over the other. Maybe it'll be the same kind of pain I was treated to at Willy's Butte this evening." She realized her words had been unintentionally loud by the looks on the faces of the onlookers. Doc, Sarge, Sheriff, Flo, Red…they had heard – and seen – everything.

Sally felt her face growing hot and she stared at the ground in shame. Lightning turned his eyes accusingly to Mater, who shifted his tires uncomfortably. The realization that he'd just kissed his best friend's girlfriend in plain view of everyone sunk in.

"She done kissed me first!" his friend spluttered, and beat a hasty retreat backwards.

"You gonna follow him?" Lightning asked Sally pointedly.

She sighed. "Goodnight, Stickers. And yes, I am."

As Sally rolled away and the quiet whir of her engine faded in the darkness, Lightning socked the fresh asphalt with a tire nearly hard enough to cause a flat. The aspect of his conscience that had recently made him abandon the Piston Cup victory to do what was right, now left him questioning whether he might have just deserved all this. He had carelessly destroyed his hard-earned relationship with Sally over a throwaway dalliance with the twins. Still, the image of her and Mater, his ex-girlfriend and his former best friend, as a couple was hard to swallow.

Ramone wheeled up to him, a quizzical look on his face. "So, you and Sally are done, man?"

"I don't want to talk about it now," Lightning grumbled, cruising off.

Sally paused at the faded archway sign leading to Tow Mater's junkyard. She assumed he had sought refuge in his shack. She wanted to catch up with him, but ration won out and she felt it was best to wait until she had better control of her feelings. Her mind was grasping the impact that their kiss would have on Mater's life from this point on. He had not initiated anything, but as a result of her actions, his friendship with Lightning seemed over and his longstanding, innocent relationship with her was in uncertain status. Though it was hard, Sally put herself in reverse and slept poorly back at the Cozy Cone.

Meanwhile, Tow Mater found sleep elusive as well. Hunkered down in his rickety home just a vacant lot away from Sally's motel, he thought he'd seen the Porsche pass by on the road, but it was too dark to be sure. He had the unpleasant feeling he'd been used tonight, and yet if losing everything meant he'd had Sally's love even for such a fleeting moment, he would do it all over again.

I'm pro'lly gonna have me lotsa nights alone to mull this over, he thought, but after we kissed, I could see she was thinkin' of me as more'n a friend. He just knew that come tomorrow morning, Lightning would be sure to win Sally back with a sweeping romantic gesture and this would all be nothing more than a snag in their courtship. He'd have to resign himself to being the third wheel again. Mater wished the night didn't have to end so soon. He wasn't looking forward to facing the friend he had betrayed, even as his mind kept replaying that magical kiss.

Surrounded by souvenirs to suit all tastes arranged on racks and shelves, Sally took a sip of the tea Lizzie had graciously brewed. The curio shop smelled faintly musty but homey, and it was one of the many locations in Radiator Springs that invoked in Sally a strong feeling of nostalgia. Generations of travelers had stopped here to rest and browse, wearing shiny tracks into the aged wooden floorboards.

"So you dumped your sexy hotrod for a tow truck?" Lizzie said, getting right to the point. "C'mon, give me the full dish." This was a particularly lucid day for the grand old lady of Radiator Springs, though Sally knew that wouldn't necessarily mean Lizzie would have any recollection of any of this tomorrow.

"Lizzie, I…" Sally began, absently stirring the oily tea with her antenna. "I've been up most of the night, which left me a lot of time to think. From the day I broke down at the Wheel Well fleeing my old life in Los Angeles and Mater towed me back to town, he and I have always had this playful friendship. I could tell he hoped for more, but I always shot him down. Until last night."

"Well, what made you change your mind?" the grandmotherly car inquired. Late morning sunlight streaming in through the window mingled with dust particles in the air.

"Mostly seeing Lightning making out with the twins," Sally quipped. "Seriously though, Mater's honest and authentic while Lightning doesn't seem to be after all, and what was I seeking out here if not authenticity? Shallowness was a way of life in my old world."

She paused. The next admission was hard to verbalize. "I realize now that until yesterday I hadn't shed the final vestiges of my own superficiality, or I would have realized long ago that Mater and I were meant for each other, even if he doesn't look or act like the type I'd always imagined myself with. As a motel manager, I've had plenty of couples among my renters, but none quite so disparate as a Porsche and a tow truck."

"So you don't need Lightning to fulfill you," Lizzie asserted, trying to catch up with Sally's impassioned words.

Sally sighed. "No, though part of me will always love him. I really thought he'd changed, what with all the efforts he'd made. But what I saw at Willy's Butte shows that he's still enamored with appearances. He thinks he needs three flashy cars as fender candy fawning over him, but he can count me out."

She cast her eyes downward. "I still believe he's good at heart and he's not truly that cocky persona he makes himself out to be. It's just that it will take him many more years and probably a few life-altering events to make the transformation. Maybe he didn't fully awaken at the race when he helped The King."

"Sorry, honey," Lizzie said in quiet reverence. Then she perked up and warned, "You just take good care of our Mater. I always knew his tomfoolery – the tractor tipping, the backwards racing, the mailbox smashing and the rest of his monkeyshines – were his way of filling a void in his life. Now get on out there, missy, and let him know how you feel."

Sally set down the empty teacup. "Thanks Lizzie!" The spindly car stopped her at the swinging doors to the shop and gave her a playful swat.

"So he's really a better kisser than the hotrod?" she cackled. "You still owe me the details on that account!" Sally smiled and left the curio shop.

The sunlight made her eyes sting and she nearly bumped into Lightning, who was talking to Mater in what appeared to be a civil conversation. Well, this was unexpected. One of the twins was caressing McQueen's front fender possessively, and began doing so more aggressively when she spotted Sally. Mater, visibly nervous upon sighting her, looked down at the ground and absently traced a pattern in the dirt with his tire. This was the first time she'd seen him all day, as he'd been out since dawn bringing stranded travelers to Doc's clinic.

"Hi, Lightning," Sally said cheerfully, then to the car hugging him fiercely, "and Mia."


"Sorry. 'Morning, Tia. Mind if I have a word alone with Lightning?"

The Miata looked insecurely at Lightning, who was already pulling away. He and Sally idled into a nearby alley to talk.

Lightning was careful to speak first. "Look, Sally, I guess the jerk who crashed through town months ago is still wrecking things with wild abandon. You really deserve better and that's why, well…that's why I wouldn't be doing you any favor trying to win you back. You would have been justified replacing me with a Corvette, or a Ferrari, but Mater? C'mon!"

"That's some ugly talk! I'd expect that from the old Lightning," chided Sally. He'd started out so well but that last bit had been unnecessary, and it stung.

A small hint of shame crept across Lightning's face. Sally knew she had been right and any pending maturity was years off. Well, she hoped Tia would enjoy those lovely years with him.

As Sally returned to the street, Lightning whispered, "But you were right and I had no business leading both twins on. It's just me and Tia from now on. Mia took the news well, and she's already pursuing Sarge. She's got her work cut out for her." He muttered under his breath, "Though not half as much as someone else I know."

Sally chose to ignore that jab. They smiled weakly at each other. "There's hope for you yet," she sighed, glad that at least Lightning was making an effort to be sincere to his new girlfriend, however vapid she might be. She locked eyes with Mater, who she hadn't seen all day and had missed fiercely. His face bore a questioning but hopeful look and Sally tried to smile reassuringly, then gave him a quick peck on the bumper.

Tia noticed and rolled her eyes. "Get a room, you two!" she mocked, with more than a hint of venom in her voice.

To Sally's surprise, Mater was quick with a response. "Dadgum, Tia, yer about as bright as a tractor. If me an' Miss Sally wanted a room, heck, she's got like ten of 'em back at her mo-tel." Sally stared at him in wordless shock and waited. When he finally realized what he'd said, Mater looked mortified and glanced at her apologetically while Lightning and Tia snickered.

Sally may have made a tentative peace with Lightning, but if he was going to tolerate this rudeness from the self-centered groupie, she could always fight a little dirty.

"Mmm, Mater," she said, nuzzling his fender, "Great minds think alike. Now that we're together, why not stay at the Cozy Cone? If you want to stay at your junkyard that's fine, but I just thought you might want to stay with me." Mater chuckled, realizing she was rephrasing the prudish invitation she had made to Lightning months before. Sally beamed back at him, knowing that Mater was sometimes quicker to catch on than most cars gave him credit for. Sometimes.

She continued conspiratorially, "Oh, and I mean with me. You'd be in your cone and I'd be in the same cone. In our own Cozy Cone." She caught a glimpse of Lightning, who looked beyond annoyed, and Tia, whose jealousy was piqued. "…Getting cozy."

"All right, already!" exclaimed Lightning and Tow Mater, each with different inflection.

"Enough already," muttered the racecar, pulling Tia away.

"Let's go, already!" said Mater eagerly, driving in the direction of the motel. He couldn't wipe the dirt-eating grin off his face as they drove together, so funny had been Sally's monologue. "Dadgum!" he repeated his favorite expression, "Ya know Miss Sally, in some weird way me 'n Lightning are still friends. Dunno how, but he don't blame me for, ah, what done happened last night. He told me so himself before ya joined us."

Sally looked over her fender when they arrived at the Cozy Cone. The two red cars were far away, but still in her direct line of sight, and more importantly, still watching. Satisfied, she closed the garage door to the cone she and Mater had ducked into, then turned to the tow truck. They eyed each other nervously, then Sally gave him a soft kiss.

To her surprise, Mater rolled backward. "Hey, we gotta talk. Makin' Lightning jealous is funny and all, but what's goin' on between us, Sally? I'm still confused as all get-out."

Sally tenderly nudged his tire. "Mater, I never realized until last night but I've started thinking about you in a way I never allowed myself to before. It was tough to break away when I did yesterday and I feel bad for leaving you hanging like that with so many questions unanswered. But I had to give myself time to make sure this wasn't merely lust or some kind of crazy rebound situation." The irony that she was initially drawn to Mater by physical attraction did not escape her.

"Yeah, well, I knowed you was tipsy last night, I could smell the ethanol on your breath." Mater looked unhappy. "And I figgered that was the only reason ya done what ya did."

Sally felt herself growing hot under the hood in embarrassment. "True, Mater, I might have helped myself to the last of a bottle I kept around. I'm not doing that again. I threw the accursed thing away this morning because that's not a part of my actions I'm exactly proud of."

"Well good for you, although I coulda used some'a that right now. So what I've been meanin' to say is, I guess if you're gonna need me around to keep Lightning jealous then I wouldn't exactly object," sighed Mater, completely missing the point. "I wouldn't mind the attention and—" He frowned. "Miss Sally, it's mighty tough to figger all this out when you keep kissin' me." A few seconds passed.

"You just kissed me now even though no one else is lookin'," Mater said in a hushed tone, grasping the implication.

Sally rushed joyfully into his embrace. "Just one thing, Mater, knock it off with the 'Miss Sally' business, okay? It was cute when we were friends, but if I'm going to be your girlfriend it would just plain sound weird."

"Sure thing, Pinstripes," Mater chuckled. He couldn't remember ever having been as happy as he was at this moment, and to think that he'd lost sleep the night before imagining how Sally would break the news that she'd come to her senses and gone back to Lightning!

Sally felt outright dizzy as they made out. Her mind drifted back to the way Mater had, maybe without realizing it himself, drawn her out of her somewhat uppity frame of mind when she first arrived in Radiator Springs. Obviously smitten by her, the tow truck had relentlessly begged her to try whatever passed for fun in the small town.

Finally, she had accepted his invitation while emphatically telling him it did not constitute a date, and for the first time since she could remember, she had found herself really having fun that night. Mater's mischievous ideas of what pranks made for a "good ol' time," in his words, were just a few shades this side of illegal. It was a wonder they'd not been caught, as they'd probably still be in the impound, but that night she might have felt a little drawn to him in spite of herself.

So in response she had slammed on the brakes, reminding herself that Porsches did not fall in love with utility trucks, and had not allowed herself to think of Mater as anything more than a friend.

Now, as if in response to her thoughts, Mater nuzzled her lovingly. "I just wish we'd ended up together like this years ago." He grew serious, almost repeating her thoughts. "I didn't think you was ever gonna be interested in me as anything more'n a friend, so I resigned m'self to knowin' that someday, someone better'n me was gonna come along and win yer heart." He didn't tell Sally, but what had stung most had been the reality that, to Sally, anyone would look better compared to him and that it would only be a matter of time before he lost her to that someone.

"I was pleased for ya when Lightning done arrived," he said honestly. "I thought he was gonna be the one for ya, and I wanted to see my friends happy together."

His words made Sally recall the first-ever street dance, when Mater had almost shyly asked her to cruise. They'd only had a few seconds together, and then at her request he had selflessly delivered Lightning to her after rescuing him from Lizzie's attentions. Likewise, she had surprised herself at how fiercely protective of Mater she had become when she sensed Lightning was not taking his friendship with the tow truck seriously. Nobody was going to set up her friend for disappointment by making false promises about a helicopter ride.

"Well, I'd be lying if I said Lightning and I weren't happy for a while, but I daresay I'm happiest now," murmured Sally, snuggling next to him to talk. Ever the practical one, she began mulling over the way their fledgling relationship would strike the rest of the world.

"You realize, Mater, that the same tabloid reporters that chased me and Lightning around are going to not going to be kind to us."

Mater looked annoyed. "Yeah, somehow I was nothin' but 'that rusty old truck' in all'a them stories they printed in them there fancy magazines. It was always, 'The rookie hotshot, the sexy Porsche and that rusty old truck' in the headlines." He brightened. "Well, let 'em have their fun this time around, 'cause this'll sure throw 'em for a loop!"

"It certainly will," agreed Sally, "and my mind's spinning just thinking about it. Would you like to join me for a drink at Flo's? I think there's a few friends there who are just as curious about us right about now. We'd better set the record straight."

"Gee Sally," said Mater as he brought her a drink, "I hope Flo's not havin' money troubles with her place. She's economizin' and just gave me one big ol' drink with two straws stuck in it." Sally laughed as Flo winked at them, then delicately pointed out to Mater that they were supposed to share the drink fender-to-fender. He laughed at his mistake before rolling over to Ramone, who punched him in jest and began rapidly questioning him.

Flo lost no time in approaching Sally. "Now that the fuel's got you talking, just what's going on between you two? Because if my eyes did not deceive me, you and Mater spent some time at the Cone today." Her eyes narrowed playfully. "Tell me you didn't!"

Sally startled. "Oh, ah…no! No, we didn't. I mean, yes, we spent time at the Cozy Cone but we sure didn't…" her voice trailed off and she inwardly cursed the way she babbled when she got nervous talking about herself. "We'll let Lightning and Tia think otherwise, but it's much too early for that. I'm old-fashioned, Mater's a gentletruck despite his occasional crudeness and to be honest, Lightning and I dated for three months and—" She caught herself and smiled wickedly. "I can't share all my secrets. I'll stick with the current situation since it's obvious you won't let me out of here without those details."

As the sports car brought her waitress friend up to date, Mater was perplexed to find himself surrounded by the other guys, most of whom bought him a congratulatory drink.

"You and Sally, man! I never saw this coming!" praised Ramone.

"True love will always win out in the end," drawled a very spaced-out looking Fillmore.

"Of course, I have a little red number in my sights now," said Sarge proudly of Mia, "but the Porsche? What a conquest."

"Hey! She'll hear ya!" Mater worried.

"Yes, that will be enough," warned Doc Hudson, giving Sarge a rare reprimand. Turning to Mater, he gruffly said, "You screw things with Sally up half as bad as Lightning did and you'll find yourself in the tractor pasture with a boot on all four wheels and an angry Frank after you."

Mater winced. The more imaginative and personalized Doc's threatened punishments were, the more serious the former racer was.