(A/N: In case this looks familiar to you, I originally wrote this anonymously as a response to a "girl and her potato" prompt at over at the portalkink LJ comm. I love the characters of GLaDOS, Chell, and Caroline, and wanted to explore the relationships between them, so I was more than happy to take on the challenge. But it hasn't been easy! Portal is a clever, fun, thoughtful game and I wanted to stay true to the spirit of that, but as you'll probably see in Chapter 3, I can't be funny all the time. Constructive criticism and other feedback is graciously accepted. It should also be noted that this departs from the story of Portal 2 in such a way that it'd have to be an AU, in which Chell and PotatoGLaDOS escaped from the labs instead of confronting Wheatley. That's all! Happy reading!)

One Potato, Two Potato

"We can make it out of here—as long as you keep running! And don't look back. Trust me, I just did and it is not a pretty sight—whoa!"

Those were the last words Chell could remember hearing before the explosion rocked the ground beneath her, sending columns of flame and debris flying skyward in loud bursts behind her.

She awoke hours later to a smoldering gray sea of destroyed machinery, sprawled out for miles under the open sky. Every muscle in her body ached; she could feel the bruises and cuts from where she had apparently tumbled to the ground. Her Long Fall Boots were a mangled mess.

Well, she had made it out in one piece, at least.

She glanced down at her wrist and was horrified to discover that it was now bare—the Handheld Portal Device and the potato attached to it had gotten away from her in the chaos. Panic overtook her as she dizzily got back to her feet, digging frantically through the wreckage in search of the missing items.

In her distress, she almost didn't hear the faint voice of the AI calling out to her from beneath a charred crusher.

"...who's there? Are you alive? Because I am—barely. And if you don't mind terribly, I'd like to get out from under this mess. So assuming that your arms aren't broken…" GLaDOS's muffled voice trailed off as the crusher was lifted, and the potato and cracked portal gun were snatched up by the battered-looking young lady.

"Oh, I'm so relieved right now I could just kiss you," the potato insisted. Chell's face contorted strangely. "You know, if I wasn't trapped in a root vegetable and your face didn't completely disgust me," the mechanical voice finished.

Chell snorted. Well, I'm glad this life-altering crisis hasn't affected your twisted sense of humor, her expression seemed to say. She hoisted the gun and the tuber back into place.

It was then that the woman-turned-computer-turned-potato caught a glimpse of the destruction that had occurred. "Oh. This is bad," her voice faltered. "That moron," she seethed, "self-destructed and took the entire facility down with him."

Chell raised her eyebrows. So what do we do now?

"It's beyond repair, I'm afraid. There's nothing more we can do," the AI sighed lethargically. "My life's work, reduced to a crater full of garbage. What did I ever do to deserve this?"

That nagging voice at the back of GLaDOS's mind—her conscience—or was it Caroline?—had a few things to say about that. A long list of alleged misdeeds flashed rapidly through her memory, weighing down on her in a way she wasn't accustomed to, nearly causing her to short out. Chell glared at her incredulously.

"All right, all right, so I could have been a little nicer," GLaDOS fumed. "But this isn't entirely my fault."

Again, the heavy, bothersome sensation overtook her, and she hated every nanosecond of it.

"Okay, fine—yes, it was," she spat. "If I hadn't tried to burn you alive or kill you with neurotoxin, it probably wouldn't have come to this. But I did, and here we are. I've lost everything. Are you happy now?"

Chell looked more confused than anything, but Caroline was satisfied.

"Oh, well. No use crying over spilled milk, I suppose," the vegetable brooded. "The important thing is what we're going to do now."

Chell looked like she agreed with that.

"And if there's anything I've learned from observing you, it's that you're not going to let a setback like this stop you from whatever it is you plan on doing."

There was no mistaking that glint of determination in Chell's eyes. She must've given at least some thought to what she would do once she inevitably escaped from the confines of the Enrichment Center. Of course, those plans most likely didn't include toting a sentient potato along for the ride, GLaDOS realized. She would have to make herself useful if she ever wanted to get out of her starchy prison.

"We may as well stick together for now. I want a new body; you want to get as far away from here as you can, I'd imagine. By the way, you might want to try heading northeast. I'm picking up a radio signal from that direction," she suggested.

Miraculously, Chell followed GLaDOS's instructions without putting up a fight. They left the ruins of Aperture Laboratories behind and never looked back.

They continued into the morning without a word between them, and plodded on through the hot afternoon without stopping to rest even once. After what felt like an eternity, the sun began to sink low in the fields behind them. Without the exhaustive supply of adrenal vapor pumping through her system, Chell experienced something she hadn't felt in a long time—fatigue. Still, she kept running; this field of wheat couldn't go on forever, and she was determined to see the end of it before the sun came up again.

"Let's call it a night. You look terrible," GLaDOS informed her bluntly as the full moon glowed dully in the darkened sky. Chell ignored her.

"I wasn't just saying that to insult you, you know. Although that would've been a nice bonus," she continued unabated. (Chell proceeded to ignore her even harder than before. She had developed quite a knack for that.) Caroline scolded her mechanical counterpart for a third time that day, and guilt flooded her circuits again until she finally gave in.

"I was joking. You know, ha ha? It's funny because we used to hate each other. Anyway, look—you're a human. Humans need sleep in order to function properly. I'm not going to hold your horribly inadequate biology against you. So if you need to rest, do it. I can wait for a few hours."

Though she still seemed to be steadfastly ignoring her reluctant sidekick, Chell's pace eventually slowed to a crawl and then a stumble. Finally, utterly exhausted, she came to a stop. Sinking down to her knees between the stalks of grain gave her some much-needed relief, though she hated the idea of stopping at all. It was written all over her face. Even so, the worn out girl slumped forward, resting her hands and head on the ground.

"Good grief, you really are impossible," her escort chided, albeit more gently than usual. "I know most people wouldn't take advice from a talking vegetable, but let's face it, you aren't most people. And I happen to know what I'm talking about. You do remember how to sleep, I presume? It involves closing your eyes and breathing, although I'm afraid I can't help you any more than that. You'll have to figure the rest out on your own."

Unbeknownst to the ranting computer beside her, Chell had already left the waking world. GLaDOS only realized this when the girl rolled over gently, cradling the Aperture Science Handheld Portal Device to her chest. For the first time in as long as she could remember, Chell had given up the stubborn expression she always wore in favor of a sterile, more serene one.

Well this is fantastic, GLaDOS thought bitterly. She's completely vulnerable and I can't do anything to her.

Caroline reared her ugly head again.

…and the worst part is, I don't even want to. That got Caroline to shut up.

The young woman's breath washed over the potato in slow, deep waves as she finally entered a cycle of deep, restorative sleep. To her absolute horror, it wasn't nearly as unpleasant as GLaDOS hoped it would be.

It's funny, she concluded, because we used to hate each other.