Whew! Finally! It took forever to finish this, but I did it! My first real fanfiction in months! Sorry for the wait, but like I said, it took me a while to complete this piece. I thought about doing a sad one like this for a while and decided to give it a shot. This takes place right after the episode, "Stick Hockey", and I wanted to show how Benson felt about it and how Pops comforted him. Also, keep in mind, this is not a yaoi fic. It's simply a friend comforting friend story, ok? I'm just saying. Anyway, I hope you like this. I know it's not perfect; especially if I repeated a few words and such. Also, the best song to go with this would have to be "Memories" by Within Temptation. I also had a hard time picking a song for this, but I think this song matches because Benson was flooded by the memories of his friend. Anyway, I hope yoou enjoy. :)

Regular Show and the characters belongs to J.G Quintel.

Chapter 1: Benson's Feelings

Benson stood there for a few seconds before he went back into the house. He was so frustrated at Mordecai and Rigbys' ungrateful attitude; especially after all the trouble they went through to get that stupid stick hockey table back! Anyway, Benson, slowly, went up the stairs as he thought about all that happened today: Mordecai and Rigby; stick hockey; the tournament that nearly got them all killed; and...Dave. He was about to head into his office when he heard a voice.

"Benson! Benson, is that you? Would you come in here for a moment please?" called Pops.

Benson sighed a little before turning around, "Sure Pops." he said.

He walked into Pops' bedroom and saw Pops sitting down on his bed. Benson stood in front of Pops, while he kept his distance.

"So, Benson, I see that you have returned from your "hockey stick" get together. So, how did you do? I would like to know!" he said excitedly.

Benson gave another sigh, "Well, Pops, all I can really say is that it wasn't easy. But, I managed to hang in there with all my strength and determination and...I won. I won." he said as he looked up for a brief moment.

"Oh, good show! Jolly good show!" Pops exclaimed with a smile on his face. It faded, however, when he saw Benson looking sad. Something didn't feel right. "Is something the matter, my good man?" he asked softly.

The gumball machine just shrugged, "To be honest with you, Pops...I don't know. I just...really don't know what's up with me. I know I should be happy that I won the tournament...but, I feel so empty. I guess I'm just worn out; I did have a long day."

"Perhaps," Pops said disbelieved, "Or maybe it's something else that's bothering you. I know that there's something on your mind."

The lolliman did have a point; it wasn't defeating Chong or dealing with two certain slackers that made him feel so down. No...he was actually thinking about the one person that shared his same interest in stick hockey; someone that meant a lot to him; and the one friend that he lost years ago.

Benson just sighed, "You're right, Pops. It's just...I haven't really thought about it until now. I've never even mentioned it to anyone before. *Sighs*...I never liked talking about it, actually." He never wanted to talk about it, because it hurt so much.

"Well, you can tell me if you want, Benson. I won't mention this to anyone if you don't want me to."

"Ok." Benson said before continuing, "It all started over ten years ago. I was just an average guy who liked to play stick hockey. As it turned out, I was really good; in fact, I could beat just about anyone who challenged. *Chuckle* I was a pro. I wound up playing it pretty much every day for the next few years. One day, I was just practicing a few rounds when another gumball machine, named Dave, approached me. He was a few years younger than me and was really interested in my skills; he asked me if I could teach him and I agreed. Dave ended up being almost as good as me." He looked down at his feet, thinking about all the times he spent with Dave: Training with him, hanging out, even...that day.

"What happened to him?" Pops asked softly.

Benson took a deep breath before he spoke, "When Dave and I heard of a stick hockey tournament across town, we decided to enter it as a team. We trained for weeks until the day of the tournament arrived. We entered that place and, before we knew it, Dave and I were in the final four! I remember telling him how proud I was to be his master. I finished my round with another opponent while Dave faced Chong, the stick hockey champ. After cheering for my victory, I saw that Dave was...*Swallows Hard*...killed...during his match; he was decapitated right in front of me. From that day, up until now, I've never played a game of stick hockey ever again."

Pops just sat there, with a shocked expression and sadness in his eyes. Benson, filled with sorrow, just turned away; not wanting to reveal his sad expression.

"Don't worry, Benson." Pops said, "I know what happened to you was awful, but things will get better. You'll see." He was trying to sound hopeful for his friend.

"How? How will it get better?" asked Benson. He felt the tears shimmering in his eyes and stubbornly tried to wipe them away.

The lolliman just grinned softly, "You don't have to fight away your feelings, my good fellow. It's best to just let them free and have the sadness pour out."

Benson looked at Pops, then started speaking again, "I know, I know. It's just...I've never really opened up like this before." Tears started filling up his eyes. "When Dave died, I felt awful every single day; It was like I lost a piece of myself. After I gave up stick hockey, I tried to better myself, but I couldn't; I was still haunted by that awful memory of my best friend. It hurts me day after day, year after year! It still does..." He felt the teardrops going down his cheeks.

"Oh my." It was hard for someone like Pops to watch his own friend feel so heartbroken. He dried his own eyes when he got the chance.

"I never wanted it to happen to anybody! That's why I had to help Mordecai and Rigby! So they wouldn't end up like...like...ugh!" Benson couldn't hold back anymore.

Benson dropped to his knees and started bawling into Pops' lap; he kept his arms folded to hide his face. The older man never thought that his park manager would break down like this. Pops smiled softly and placed a gentle hand on Benson's head; trying to sooth him as if he were a child.

Pops gave him a few pats on the head before he spoke, "There, there Benson. It's all right. Everything is going to be just fine. You just let it all out, my friend. Cry your eyes right out."

Poor Benson continued sobbing, "I wish I could have saved him...*Sob!*..I could've done something! * Sniff!* All I did was stand there! Why didn't I save him?!"

He sank his head deeper while Pops tried to comfort his friend, "Benson, I don't think there was anything you could have done to prevent it. It was all unexpected; it wasn't your fault."

"Yes it was! It was all my fault!" Benson exclaimed as he cried, "If I never got him involved in that stupid game, he would still be alive! *Sniff!* He was just a kid; he had a full life ahead of him! I could never forgive myself for that day!" His shoulders started shaking and more tears fell from his already soaked eyes.

Not wanting his friend to doubt himself like this, Pops took his hand and gently lifted Bensons head so they could see eye-to-eye. Benson, however, did not want to look at him.

"Benson...look at me." Pops said softly. Slowly, the park managers tear filled eyes focused on his friends', "Listen, don't blame yourself for that incident. I understand that you're upset and you miss your friend terribly, but you can't keep hurting your soul like this; it's not healthy. And furthermore...I'm sure Dave wouldn't want you to be sad all the time." He said with a small smile, "You're a good friend; a good manager, and a wonderful stick hockey player, Benson. Don't ever think differently about yourself."

Benson looked away for a moment and realized that Pops was right. What happened to Dave was awful, but that doesn't mean that he should be upset and blame himself for the rest of his life.

"*Sniff!* I guess you're right." Benson said as he wiped the tears from his face, "But, it stills hurts. How am I gonna get over this?!"

Pops thought it over for a minute and found a solution.

"I think I have an idea, my good man." He said softly.

Benson looked at him, "W-What's that?"

"Come now. On your feet." Pops took his arm and, gently, lifted Benson from the ground until he was standing; he still kept his arm around his park manager, "Let's go outside and get some fresh air."

The two walked downstairs, out of the house, and went outside; Pops lead his friend to a big oak tree in the middle of the park. The two sat down underneath the tree and relaxed in the shade. After a couple minutes of silence, Benson turned to Pops.

"Why did you bring me out here?" he asked softly.

"Whenever I feel sad or troubled, I come out here and enjoy the nature around me. It helps sooth my problems and makes me feel better." Pops said as he smiled, "I thought it might help you as well."

The gumball machine took a deep breath and looked around. Pops was right: it really did help. He never felt so relaxed in a long time. Inside, he still felt sad about Dave and wished he was here with him; but, at the same time, Benson felt that everything is going to be alright. He turned to Pops again, this time with a smile.

"Hey Pops?"

"Yes Benson?" Pops asked.

"Thanks for talking with me today. It's really hard for me to talk about stuff from my past sometimes; but, I'm real glad I could talk it over with you. You've really helped me. So...thanks."

Pops smiled and hugged his friend, "You're quite welcome, Benson. And remember this: Whenever you need to talk about anything, I'll be right here to listen. And don't worry, I won't tell anyone about you being sad; I promise."

He just smiled as he hugged the lolliman right back. Benson was happy to know that Pops would be there to help him; and he knew that Dave was happy too. The two friends went back to the house after a moment. However, unbeknowest to Benson, Pops, or anyone in the park, someone was standing on one of the hills. He was watching Benson since he and Pops walked outside. It appeared to be another gumball machine just like Benson...only younger and had orange gumballs. He watched the older gumball machine and lollipop man walk away while a smile crept onto his face.

"Thank you...Master. Farewell and take care, my friend."

He turned and walked away until he faded in the wind. Right before Benson went inside, he stopped and turned around. He didn't see or hear anything; however, he felt a familiar presence in the wind. He had a feeling what it was and grinned warmly.

"Goodbye Dave. Hopefully we'll meet again someday." he said to himself.

A single tear dripped down his cheek before going back inside; he wiped it away before Pops placed a hand on his shoulder.

"It's ok, Benson. I felt it, too. By the way, would you mind teaching me how to play stick hockey?" he asked politely.

Benson turned with curiosity, "What?"

"I would like to know how to play. It seems like so much fun! Will you teach me?" he asked again.

Benson wasn't sure at first if it was a good idea, but he thought playing again might bring him some closure.

"Sure Pops. I'd be honored."

"Oh! Good show! Jolly good show!" Pops exclaimed as he hopped up and down.

Benson went on to teach Pops all the basics of stick hockey and he actually felt better; and Pops was glad that Benson was going to be ok. Benson felt that Dave was proud of him and he felt proud himself too. Despite all the hardships he dealt with, Benson was happy that his friends will always be there for him. That's what friends are for: To help others during hard times and to give a shoulder to cry on when needed.

THE END