A/N: Alrighty, so here's my first Portal fanfiction. I recently finished Portal 2, and I both love and am terrified by the idea of Caroline being GLaDOS, so I thought I'd write about it. And forgive the CavexCaroline mentioning if you don't like CavexCaroline. I love it, but it only gets MENTIONED. :)

ANYWAY, enjoy the fic. And please leave a review! Constructive criticism would be great. Just no excessive flaming, okay? Thanks!

WARNING: This WILL spoil Portal 2 for you if the A/N hasn't already. So PLEASE don't read this unless you've already beat the game, okay? I hate being a story spoiler.

Oh, and Caroline, Cave Johnson, GLaDOS, Aperture Science, and Portal all belong to VALVe. However, Random Scientist A is mine. :)


Caroline surveyed the room around her. White walls, white floors, white desks and monitors... The room looked dead, cold, empty. She had no recollection of why or how she was in this room, but she was not thinking about that. She was thinking about Cave Johnson, the man she had loved for so long, but who was now gone from this world. She was thinking about how she would never see him again, never get to speak to him, never tell him how she felt...

Then came a surge of electricity. How it got into her system and began coursing through her veins was a mystery. When it subsided, she looked around once more. To her utmost shock, she was suspended above the floor. Her feet dangled towards the floor, and she held in a scream. Where was she? Why was she here? She closed her eyes and tried to picture something else, something pleasant to take away her fears.

Once she decided she was relaxed enough, she looked to her left. A large, grey mass of wires hung beside her. Her eyes were wide as she stared at the massive entity before her, pinpointing the "head" of the object, its optic lens fixed on one spot in the room. She knew what this thing was, and figured it was not yet functioning. The terror returned to her being. She knew why she was here now, and why she had felt the electricity. Then she remembered something else. Something crucial.

My point is, if you can store music on a compact disc, why can't you store a man's intelligence on one?

No.

If I die before you people can pour me into a computer, I want Caroline to run this place.

No!

Now, she'll argue. She'll say she can't. She's modest like that. But you make her!

No, no, no, no, NO!

That thing was the GLaDOS project.

The Genetic Life form and Disc Operating System. Cave Johnson's greatest-and final-invention. Caroline was dangling here above the floor of the laboratory, for she was to become the AI that rested beside her. She shuddered, and her mind became fuzzy. She suddenly felt sick. She had told him that she didn't want this. She had cried because she rejected the idea. Despite her desperation, he had gone through with the plans anyway. The moon rock poisoning had truly taken its toll on his sanity. Caroline took one more look around her, this time at the top of her head. She could swear she saw something protruding from her head. She stretched her arms upwards and felt around. Cords. Tiny little cords that were, she presumed, attached to her brain. She followed the down her neck, along her spine, her shoulders, her arms..

"No! Stop!" she screamed. "I don't want this! You can't do this!"

The scientist within the observation room looked out the window at Caroline's broken body. He put a hand to the glass, then turned to his fellow coworkers.

"Should we be doing this?" he asked. The others ignored his question. They refused to question the motives of the CEO. They were to do all they could to "carry science forward", as Mr. Johnson had always told them. The lone scientist shook his head, and a wave of hopelessness overcame the woman before him. So, the scientist turned away, making a few keystrokes at his computer and carrying out Cave Johnson's final wish.

Once again, electricity coursed through her veins, and this time, it was truly painful. She let out an agonizing shriek, but again, none of the scientists listened. One more bolt. Just one more dose of electricity, and it would be done. She closed her eyes and stopped screaming. She had no right to complain. This was for Aperture. This was for Cave. This was for science.

Silence. Nothing but silence. Then, she heard a voice in the darkness. It sounded like him. Like the man she would never see again.

"I'm sorry..." it said softly.

Caroline's consciousness wept softly. She knew he didn't want this. She knew he would never want to hurt her. But it was to late for knowing now.


When Caroline came to again, everything looked….different. Her optic lens adjusted itself, zooming in and out until it was perfectly focused. A scientist approached her and held out his hand.

"Hello, GLaDOS." he said.

Caroline's consciousness stayed long enough to be repulsed by the scientist, pulling the robot's head back in repulsion before realizing that there was nothing more she could do. This was her fate. She found her voice and answered the scientist.

"Helloooo..." she replied, still getting used to speaking. Her voice was cold and harsh

and metallic. She hated it.

The scientist listed off her systems as they came online. She paid no mind until she heard "Neurotoxins...online."

"Neurotoxins, huh?" she asked, her tone sadistic as she glared at the scientist. Had she still had a face, she would have smirked. "Bad idea."

Caroline glanced at her lifeless body, hanging only a foot above the ceiling, cords protruding from her head and spine. The sight was enough to make her sick, so she turned away. Cave would not have wanted THIS. He wanted her to run the company, not be murdered. Even if it was in the name of science.

She shook her new body's "head". People were so cruel. Why were people so cruel? Once everything was online, she searched her systems for the neurotoxin emitters. She never would have even dreamed about taking another life, but now was not the time for morals, she decided. She watched carefully as the gas seeped into the facility through the walls. She watched through the many security cameras to see it's effects. The part of her that was still Caroline watched on in fear. Men, women, children…none were immune to the toxin's effects.

However, the part of her that was GLaDOS watched the horrible sight with baited anticipation. Was she phased by the fact that it was "Bring Your Daughter to Work" day? No. Was she phased by the fact that she was murdering coworkers? No. She just reveled in the feeling of revenge. She watched the gas seep into the room, the employees fall to their knees. She didn't understand why, but she loved watching this. GLaDOS loved it. Caroline, terrified, ran to the furthest recesses of the AI.

It was over in a short time. All of the employees had fallen to the neurotoxin. GLaDOS could sense Caroline's horror, and she couldn't have that feeling swelling within her. She searched for the file "Caroline", and as soon as she stumbled upon it, there was no hesitation.

"Delete 'Caroline'?" the screen promoted her.

"Yes." she muttered. "Caroline isn't here anymore."

As she looked over Caroline's corpse one last time, a feeling of justice surged through her circuits, and GLaDOS could swear she would never feel better as long as she lived.

And she would live a long, LONG time.