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While in Rapid City, South Dakota, Woody goes on a bender and hits his head while stumbling back to their motel room.David takes him to the hospital to get his head stitched up.
David retrieves Woody and decides to drive him all the way to Lincoln, much to Kate's dismay.
She distracts the homeowners so David and Ross can quickly return the stolen compressor.
At the bar, asking Woody for money, Ed reveals that Woody cheated on Kate before David's birth.
When David brings up Woody's alcoholism and problems within the family—with Woody implying that he did not love Kate nor really want children—they get into an argument.
At another bar, they meet Ed Pegram, whom the family blames for stealing Woody's air compressor decades ago.
They stay with Woody's brother Ray, his wife, and their two sons, Cole and Bart.
Woody and David visit a mechanic shop Woody once co-owned, followed by some beers at a bar.
David goes to an auto dealership and trades in his Subaru for a late-model truck that his father always wanted, along with a new craftsman air compressor.
While driving back through Hawthorne, David lets Woody take the wheel for all to see, hiding below the dash to allow Woody to feel that his days of independence are not over yet.
The rest of Woody's family, including Ross, come to visit him.
Cole and Bart, and others approach David and Ross about their share of the money that they believe Woody owes them.
David learns that they will be passing through Woody's hometown of Hawthorne, Nebraska, and suggests they spend the night with Woody's family.