[[quoteright:350:http://static.tvtropes.org/pmwiki/pub/images/img_2283.JPG]]
[[caption-width-right:350:There's a lot more to racing than just winning.]]
* Lightning and Mater are talking about helicopter rides and this little piece of dialogue emerges:
-->'''Mater:''' I knew it! I knew I'd done made a good choice!\\
'''[=McQueen=]:''' In what?\\
'''Mater:''' My best friend...
* Lightning being appreciative of Mack initially stepping in to be a one-man pit crew for the big race.
* When all of the cars from Radiator Springs show up to be [=McQueen's=] pit crew and cheer him on at the big race.
-->'''Doc:''' Alright. If you can drive as well as you can fix a road, then you can win this race with your eyes shut. Now get back out there!
* After [[spoiler:the King's crash, when Lightning gave up the Piston Cup to instead make sure he'd finish his last race...]]
-->'''King:''' You just [[spoiler:[[HonorBeforeReason gave up the Piston Cup]]]], you know that?
-->'''[=McQueen=]:''' Ah, this grumpy old race car I know once told me, [[spoiler: [[MeaningfulEcho it's just an empty cup.]]]]
** And after the race is over, the King's wife kisses Lightning on the cheek (or fender?) and thanks him for his selflessness. Owen Wilson's gentle delivery of Lightning's "You're welcome" just sells it; [[CharacterDevelopment there is no way the Lightning from the beginning of the movie would have spoken to ANYONE like that.]]
* When Lightning has finished the road and decides to have a shopping spree before leaving.
* Right before he leaves Radiator Springs, Sally thanks [=McQueen=] for everything he did. He responds, "It was just a road," and she answers back, "No, it was much more than that." It contains a double meaning. [=McQueen=] didn't just fix the road, he helped fix the whole town back up and gave everyone a newfound sense of pride for their town. But also, for many people--in both the movie AND real life--Route 66 was much more than just a road. For many, it was a way of life and a thing of wonder, something that ought to never be forgotten.
* After helping the King, Lightning turns down a big-time offer from the King's sponsor, Tex. Then after a pause, he says "Actually, there is ONE thing you could do." Cut to Mater riding in a helicopter, having the time of his life, because he's always wanted a copter ride.
** Doubly heartwarming at the end of the third movie, when [[spoiler: Tex not only hires Cruz on the spot but buys out all of Rusteeze to get McQueen's contract]].
* With Doc as [=McQueen's=] new crew chief, you see the rival pit crews look up at him in pure awe, and the camera crew have a mini freakout when they realize it's the Fabulous Hudson Hornet. Soon after the announcement is made, a few fans a heard realizing it and soon you see the crowd shift and realize the ''entire stadium'' is cheering for him. The industry may have moved on, but the ''fans'' never forgot him.
* Though it is a tearjerker, shortly before Lightning's departure as he talks with Sally, right after she says "It was much more than that" we get a shot of Lightning's reaction. Upon close inspection, he has tears in his eyes, making this the very first time he really cried and had a mental heartbreak following his HeelFaceTurn throughout his visit. It's sad and adorable all at once.
* The entire Tractor Tipping sequence is humorous, but also cute because it's the first time Lightning actually gets to play a game with someone who really likes him.
* Mater offering to be Lightning's lawyer in Traffic Court. Besides Lightning sighing and rolling his eyes in response, it was a very nice thing of Mater to do so, since he was the only one there who immediately warmed up to him and already recognized him as a friend.
* The first time Lightning meets Sally, he is completely mesmerized by her and begins a love-inducing conversation with her. The dreamy look in his eyes and heartfelt smile he has throughout adds it all up.
* Even before his HeelFaceTurn when he was a spoiled, uncaring snob, Lightning still had a few good moments:
** Revealing himself to the crowd at the start and posing for the paparazzi after the race.
** Giving a little smooch to the press just after Mia and Tia are taken away by security.
** Talking with The King, who is the nicest of the other racers and gives wise advice.
** Feeling sad for himself after ending his call with Harv, which is the first indication of his potential image change later on.
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