I do not own Once Upon a Time or 24 (which includes Emma Swan and Carl Benton) They are the property of their respective owners and I am just using them for entertainment purposes. Second only to Dr. Rush, Carl Benton is perhaps my favorite Carlylye character. If you like the stories, please review; as I said I haven't slept for three days. If no one reviews, I will take them down. Either way, I hope you enjoy them.

The air was thick with dry heat as beads of sweat trickled down Emma's face. It reminded her of Phoenix, but that couldn't be right – she was in Maine. It had just been dark, raining, and it was bone chillingly cold. There were voices around her, distant and distorted. The voice of the man sounded like Gold; the other was a young boy with an odd accent she couldn't place. She needed to open her eyes, but the scorching sunlight was leaking through the skin of her eyelids inspiring her to keep them closed. Suddenly, her arm was being draped around his neck. There was an arm beneath her knees and an arm wrapped firmly around her back as her body was lifted from the heated surface of the ground.

"Gold…" she murmured into his chest. While she was disoriented, she was sure only of the fact that Gold was with her and she was safe. Emma heard him order the young boy to open the car door then climb into the backseat. The roar of the engine startled Emma, and she realized she was lying with her head in his lap. Confusion flooded her as she felt his fingers press frantically to her pulse point. Was she hurt? Did he think she was dead? Doing a mental diagnosis, Emma couldn't feel anything hurt or broken other than a raging headache. At that Emma finally allowed her eyelids to open, looking at the man who had…who had; what had he done? Had he saved her life? Had she simply passed out?

The harsh sunlight assaulted her eyes and Emma struggled to focus. The man looked exactly like Gold, only he had the beginnings of a beard where Gold was clean shaven. His hair was shorter, sandy brown with a few more strands of gray. They had the same deep, haunted brown eyes; same sharp nose and tight lips. Their voices were the same, soothing and laced with a Scottish brogue. Yet, she knew in her heart of hearts that this was not Gold. Her eyes drifted closed and the darkness took her.

When her eyes opened again she was tucked snuggly in a bed, her bones felt like lead, her limbs weak and listless. Why she was covered in blankets in this heat was beyond her, unpinning her arms from the restrictive cocoon. The room was bare save for the bed and a small desk and chair. Emma began to panic as her memories came flooding back; Mary Margaret was missing and her last conscious memory was being drugged by Jefferson. Was this a drug induced hallucination? Or had he managed to transport her somewhere without her knowing?

The familiar voices returned, getting closer to her door. She could hear the young boy say that she was very pretty, eliciting a small smile despite her panicked state. The older man chided him, telling him to go play with the other boys so he could check on her. Emma scrambled back against the wall, her breath caught in her throat as the door opened.

"Ah, hello…I see you're awake…" he said smiling, standing awkwardly at the entrance. That was Gold, she was sure of it; tears filled her eyes as she felt her heart constrict. He wore casual clothing; khaki's and a light green t-shirt that lay beneath a white cotton button down vest that was left open. Worry creased the man's brow as he held up his hands in a placating gesture, hopefully telling her he meant her no harm. There was nowhere for her to run as he was blocking her only exit.

"Gold…" she whispered tearfully, certain this had to be some kind of bizarre dream. The man's eyebrows furrowed in confusion as he shook his head.

"You've been moaning that word since I found you; my name is Carl Benton. And you are?"

"Having a nightmare…" she said breathlessly before she could stop herself. His expression was unreadable as he neither laughed nor got offended. There were a hundred questions she wanted to ask, but panic had sealed her throat. Emma backed helplessly into the wall. This was a nightmare, right? It had to be, there was no other explanation. He wasn't saying anything, wasn't moving at all. Since he didn't seem intent on hurting her, Emma took a deep breath and met his eyes.

"I'm Emma…Emma Swan." She said, her voice quivering. "H-how did I get here? Where is here? What happened?" she fired the questions at lightning speed, barely above a whisper.

"Well, I was honestly hoping you could tell me what happened. I found you on the side of the road unconscious. You didn't appear to be injured, but you were incoherent – lapsing in and out of consciousness. And you are in Sangala, Africa, at my school for young boys who are in danger of being forced into the war or used as slave labor."

Africa… her heart raced as the room spun, the tears spilling from her eyes. Emma brought her hand to her throat, struggling for breath. She was having a panic attack. Carl was by her side in an instant, gently taking her hand as he led her to the door. Emma wanted to fight him, but getting out of that tiny room seemed like a glorious idea.

The world outside was alive with calls of birds and the buzzing of insects as he led her away from the building. They were on the edge of the jungle, thick, lush green plants blocked the way to the massive mountains in the distance. While Africa had never been one of her top ten vacation spots, Emma felt her heart instantly slow in awe of the beauty of all that surrounded her. Carl led her down a small hill to a secluded spot by a large tree with two chairs beside it; a bucket of water was perched on a makeshift stool. Carl offered her the ladle and Emma drank quickly without question, filling the ladle again.

"Thank you," Emma replaced the ladle in the bucket, shifting nervously under his intense gaze.

"You're welcome," he said kindly. Emma was still exhausted, her body still weak. Carl helped her back to bed where he tucked her in; Emma couldn't help but smile at the gesture. Being tucked in as a child was not something she was accustomed to. It was her last conscious thought before sleep took her.

The pounding in her head had seemed to lessen as Emma looked around in confusion. So she was still in Africa… Emma jumped slightly at the sight of a young boy standing in the doorway, a plate full of food in his hand. He was a young boy, about Henry's age with big brown eyes and a bright, ready smile.

"Excuse me, miss…Mr. Benton asked me to bring this to you." he said, holding up the plate as he spoke. She recognized his voice and accent from when they found her this morning.

"He asked you to bring it, huh?" she said smiling, watching as his broad smile widened shyly. "Well, not exactly; I snuck out with it. I wanted to meet you…" he said, handing her the plate. Emma wasted no time in eating as the young boy pulled a chair up to her bed.

"I'm Willie…I live here with my brother Desmond. What's your name?"

"I'm Emma…" she replied, swallowing a mouthful of lettuce.

"You are an American, yes?" he asked excitedly.

"I am…"

"Are you hurt…from this morning? I was with Mr. Benton when he found you…" Emma smiled at the boy's curiosity.

"I'm not hurt, my head hurts and I'm tired, but I'm ok."

"I think Mr. Benton likes you, he has hardly left your door since we found you. He is a very good man; he takes very good care of us. He could make you very happy if you chose to stay." Emma found herself speechless at that, blushing from the boys insinuations.

"I'm sorry Willie, I don't think I'll be staying very long." Emma said, letting the boy down easy. His face fell for a moment, before he smiled at her again.

"How did you get to Africa? Have you traveled anywhere else?"

"You ask a lot of questions…" Emma noted, though she didn't mind. He reminded her so much of Henry, with the same inquisitive mind.

"That's what Mr. Benton says…" Willie said, grinning from ear to ear.

"And what else has Mr. Benton said?" Carl asked sharply from the door. Willie's smile faded as Emma looked up in surprise. Willie turned his head as he stood slowly to face his teacher and guardian, unable to meet the man's gaze.

"To leave the lady alone, and let her get her rest…" he replied quietly.

"It's ok," Emma interjected quickly on his behalf, "he was only bringing me something to eat." She said, holding up the almost empty plate. Carl nodded; his face softening as he met the boy's big, pleading brown eyes.

"Willie, go join the others, please…" The young boy complied immediately, waving goodbye to Emma as he rushed out the door. Carl was about to follow when Emma called after him.

"Please…don't go…" he paused, turning to face her. "I wanted to apologize for my behavior earlier. I was pretty sure that you were nothing more than an elaborate dream, but I realize now that I was wrong." Carl nodded, smiling sympathetically from the doorway.

"I just…I don't want to be alone. Will you sit with me a while?" After a moment's hesitation, Carl made his way to her side.

"I'm sorry as well, Miss Swan. I can only imagine how terrifying this all must be for you. Waking up in another country with no memory of how you got here…" Carl said; sitting in the chair Willie had just occupied. Emma didn't wanted to admit it, but terrified didn't even scratch the surface of how scared senseless she was.

"Yea, thank you, for uh, helping me – bringing me here…" she stammered, unsure of what to say.

"You're welcome."

"He seems like a really good boy." Emma said, already fond of the young boy. Carl couldn't suppress his smile, crossing his arms over his chest.

"Indeed, he is. He'd make an excellent explorer one day with that adventurous spirit of his. Either that or he'd make one hell of a lawyer." Emma could help but laugh, trying to swallow the last of her meal.

"So what is this place…you said it was a school?" Carl smiled as he leaned forward, resting his elbows on his knees.

"Yes, I take care of boys in danger of being taken by slave laborers or being forced into the war."

"Wow, so you're like a missionary?" she asked incredulously. Carl laughed out loud at that, shaking his head in response.

"No, I was actually a member of the Special Air Service in Britain…basically the British version of Special Ops…" Emma raised her eyebrows in surprise.

"Please don't take this the wrong way, but I would never have guessed that about you. You don't come off as the military type…much less Special Forces…" Carl huffed with a smirk, nodding his head in agreement.

"Well, I worked for the British Intelligence Agency for a few years after I left; but, my heart was always here I guess. I haven't been the military type for quite some time now…" Emma smiled, already attached to this Gold-replica who seemed to be everything she wished Gold would allow himself to be.

"And what about you, Miss Swan? What does your normal life entail?"

"Oh, drama mostly…" she teased lightly. "I'm the Sherriff of a small town in Maine. I, uh, recently met my son who I put up for adoption ten years ago. He came to Boston and found me, begging for my help. When I brought him back to Maine where he lived and saw firsthand how unhappy he was I ended up staying. It's how I met Gold…it's all a bit complicated…" she explained briefly.

"Sounds like it." Carl rubbed his palms on his khakis nervously. "So, 'gold' is a person?"

"Yes, he's my uh, well, we're um…" Emma couldn't think of anything other than how she ended up in Africa with Gold; who wasn't Gold, but Carl Benton.

"Dating?" he finished for her.

Emma nodded quickly, "You could be his twin…" he raised a curious eyebrow at that, but didn't press her.

"Forgive me for asking, but how did you end up here?"

"I honestly have no idea, the last thing I remember I was in Maine looking for my best friend who had escaped from jail – she was being framed for murder. There was this guy, he drugged me…and I woke up here."

"He drugged you?" Carl repeated incredulously, an edge of anger to his voice. Emma fell silent, unsure of what to say. Carl stood suddenly as if he sensed her discomfort, offering her his hand.

"It's such a fine day out Emma – do you feel up for taking a walk? I could show you around…" Though Emma still felt weak, she needed the fresh air. She leaned heavily on his arm as he helped her to her feet, staying close by to steady her. The heat enveloped her body as she stepped outside, her eyes closing against the sunlight. He explained all the construction going on – they were adding new rooms so that they could take in more boys. They walked leisurely arm in arm, Emma listened as he explained what each building was.

"So, you really take care of all these boys by yourself?" she asked in amazement.

"Well, I have some help, but yes; for all intents and purposes I take care of them myself."

"Why? I mean, that can't be easy…" Emma was enthralled, truly amazed by what this man was doing here – how many lives he was saving with what appear to be very limited resources.

"It's a challenge, especially dealing with the trauma some of these boys have lived through. I didn't set out doing this…I guess you could say I have much to pay for and this is my penance." Emma watched the darkness flash in his eyes, the memory of some awful event playing in his mind.

"Emma…" he said her name forcefully, as if trying to get her attention. He smiled briefly in relief when she met his eyes. "Are you alright?"

"Yes, I'm sorry; I was just comparing you and Gold." She admitted, hoping it didn't upset him.

"Are we that much alike?"

"In voice and appearance, yes; but in personality and character you're vastly different."

"Tell me about him…"

"Uh, well, he is an antiques dealer; very wealthy, owns half the town. He can be very ruthless and manipulative but he's not violent. Well, most days anyway, I actually had to arrest him for beating a man who robbed him of some precious items."

"Sounds like a nice guy…" Carl said pointedly.

"Well, he is beneath all that armor. He was forced into a war as a young man and his leg was badly injured. He's lost everyone he loves; his wife left him after he returned home, he lost his son some years later. I think it makes him afraid to let people in. But he is very good to me. He's been nothing but patient and understanding given my, well…" Her voice trailed off, stopping herself from giving too much away.

"Do you love him?" Emma was surprised at the boldness of the question. "Um, well we haven't been dating that long. It kind of just happened. I think I do…" she admitted, frightened at the idea of being in love with anyone.

"Isn't that something you just kind of know?" Carl asked mockingly, almost as if he was trying to start a fight.

"I don't know; I've never been in love before." Emma answered sharply. "What about you, Mr. Benton? Any long lost loves?"

"No, sadly; the job never really allowed for committed relationships. Even for those who tried, their families were targeted by our more ruthless enemies. I've seen men lose everything to the job and though I've been lonely, I've never regretted it." Carl avoided her gaze as he spoke, causing her to wonder if that was entirely true.

They arrived back at the chairs that sat outside her room by the tree. Emma sipped water from the ladle, looking around to see all the young boys staked out around them. She couldn't help but giggle as Carl sent them all running with threats of extra chores for a week. She wanted to ask what had happened to him, but she felt it best to remain silent. If things were different, Emma might have liked to remain here, to help these boys in some way. But she needed to get home, or rather, she needed to wake up.

"Willie speaks very highly of you…" Emma said grinning brightly. Carl quirked a quizzical eyebrow, silently willing her to elaborate.

"It's just that he thinks you like me, and that you will make me very happy should I choose to stay…" Emma could barely finish the sentence without breaking into a fit of giggles. Carl rolled his eyes laughing with her, mumbling under his breath about the blasted little bugger.

"He probably wants you to stay more for him than me." Carl said, a hint of sadness to his voice. Emma eyed him curiously as he continued. "A lot of these boys have lost their mothers – their entire families. Not too many women come this way and they are always on me about getting a girlfriend. They see me as a father figure; I imagine they're looking for a mother figure as well."

Emma was in awe at the sharp contrast of these two men, despite being the same in voice and appearance. Gold was cold and manipulative, though Emma knew there was more beneath the callous exterior. Both had trauma in their past's and they couldn't have handled it more differently if they tried. Carl had a very empathetic, calm demeanor about him, despite the occasional hardness in his eyes. Though she didn't know exactly what happened to Carl, he devoted his life to taking care of people desperately in need of shelter and protection. There was a gentleness about him, a quiet strength that put her instantly at ease in his presence.

"Can I…ask you something, Emma?" he asked hesitantly, watching her intently.

"I guess that would depend on what your question is…" he shifted nervously in his seat, appearing uncertain if he should even ask.

"When we were in the truck you were crying a lot, mumbling; not making much sense. It sounded like…you were being raped." Emma closed her eyes; she was afraid that she said more than he was letting on. It certainly accounted for his initial awkwardness and discomfort around her. "Was it the man who drugged you?"

"If I answer you, will you answer a question of mine?" Carl simply nodded, and Emma stared off at the glorious view before her, recounting the events of her past. Being found on the side of the road as an infant, being bounced around the child care system her entire life until one fateful night when she was seventeen. She told him how her foster father raped her, that he was her son's father. Emma risked at glance at Carl's face, his eyes shining with tears.

"I am truly sorry, Emma." He whispered hoarsely. Emma shrugged dismissively, guarding against her own emotions.

"Now, may I ask you a question?" she asked, changing the subject as quick as possible. When Carl nodded again, Emma turned her chair to face him.

"What did you do that you feel you need to pay penance for?" His eyes went dark, lowering his gaze to the ground. Emma could see him struggle to find words, his gaze focused intently on the view before them.

"I was in Beirut, it was a counter insurgency operation and I was holding a suspect. There was a terrorist attack planned, the attack window was open – time was limited, and I needed that location. I was sure I had the right guy, but he wasn't giving me the information I needed, so I pushed him – tortured him…" all the guilt and remorse was clearly present in his eyes as he spoke, though his voice was detached from his words.

"Finally, he relented and told me what I wanted to hear…right before he died. He wasn't the right guy and the intel he gave me was bad. I lost fourteen men and twenty-one civilians that day. After that, well, I decided it was time to get out."

Emma swallowed her tears, reaching out for his hand. He smiled at the gesture, squeezing her hand tightly. "I'm sorry. And not to diminish what happened, but how many lives have you saved?"

"I never kept track of how many lives I saved, only how many I've lost." He was silent a moment longer, squeezing her hand gently once more before he released it. "Thank you, for listening. I've never shared that with anyone…"

"You're welcome…" Emma was struck with a wave of dizziness – her body felt even weaker after the walk. Carl instantly steadied her and brought her to her feet. She needed to rest.

"How long have I been here?" she asked Carl as they walked to her room.

"A few hours…" he answered. Emma laughed, certain that she's been here a full day at least. "No, I mean, how long since you found me?"

"A few hours..." He repeated. Emma stared at him incredulously – it had to be longer than that. She was unconscious and had slept twice since being here…unless she wasn't sleeping as long as she thought she was.

"You're welcome to stay as long as you'd like." He offered softly, the slightest edge of hope lacing his voice.

"I would, uh, I would've liked that. But I have to get home to find my friend and clear her of these charges." She said sadly, sorry that she couldn't stay. Carl nodded in resignation as they reached her room. If this was indeed a dream, Emma hoped to find herself in it more often. She liked this version of Gold…

"Thank you, Carl…for everything." She said, pressing her lips to the back of his hand in thanks. She could feel his body tense at the gesture, but he instantly relaxed.

"Do you mind if I sleep a little while longer?" she asked, raising her eyes to his.

"Not at all…" he said, stepping back. Though Emma knew it was inappropriate, she pulled him back to her, burying her face in his chest. It wasn't Gold, she knew that; but her hallucinations had given her a man with his face. Even in this nightmare, he could offer her comfort. His hands grip her arms, rubbing gently as he whispered thickly accented words in her ear. Carl eased her down to the bed, trying to coax her to lie down.

"Stay with me, please…" she pleaded, pulling him by his shirt with her. There was no hesitation as he curled up behind her. It was anyone's guess what she would be waking up to. At least in this moment she could have the comfort of his presence. Emma couldn't help but wonder how long it had been since he'd been with a woman – if he and Gold had that in common as well. It didn't matter, he was here and she was safe. Emma smiled contentedly as her eyes closed, drifting immediately to sleep.

Join us next time when Emma wakes in the bed of Dr. Rush...

Please review :)