ok im back a quick few things before you read: this fic is gonna have some ocs in it but they're all really minor and most of em die i just wanted to be up front bc i know that makes me a little wary. second, this is basically just all my portal headcanons in a fic? so id like to think that there won't be ooc weirdness but i cannot personally guarantee. ok cool, more notes at the bottom thanks yall

Chapter 1: Useful

It was GLaDOS's firm belief that everything had a place and a use. It was efficient to think this way, which is probably why she had always done so subconsciously. Old test chambers could be useful, humans could be useful, cores could be useful. This had only ever failed her once, no, twice.

"No…" she covered her mouth with her hand and thought, "no, only once."

Wheatley was hiding behind a wall. When this had started he hated it, as he was out of practice squeezing himself through the cracks and small spaces behind the chamber walls. He was out of practice moving in general, but now it was as easy as it used to be.

"Look at you," he heard her voice in his head, "just like a rat."

She liked that one a lot. "Clever, love," he mumbled, "it's really clever when you keep saying that."

"I'm just not getting an adequate reaction." he could hear the smirk stretched across her lips in her voice. "I love it when you pout,"

"I'm not pouting. It's too dark to see that, anyways."

"Moron," she snickered, "your eyes glow."

He felt his face heat up and prayed to whatever was there to listen to him that it wasn't a blush, because she'd just love that. Who forgets that their eyes glow? You, that's who. Idiot. He sighed a little and expected her to laugh.

"He's coming," she lowered her voice, as if everyone could hear her, not just him, "Pull the panel back,"

Her voice, prerecorded, started playing, his normal cue at this point, prompting him to open the panel by more or less shoving his pointer finger into the joint of the panel, as he was built with a sort-of-not-really master key. The subject today was a pretty big guy, probably a few inches shorter than Wheatley, but wider, not fat though, with a beard but bald up top. Or maybe shaved. He didn't know.

"Pssssssst," he hissed, "hey, you, human."

He looked over and seemed surprised that someone was in the wall, watery round eyes widening and his mouth not entirely closing.

"It's okay," he said carefully, "She can't hear us." Lie #1.

"She, like the recording? What are you talking about? What are you?"

"She's not a recording. If you keep listening to her, she's going to kill you, okay?"

"Who are you?"

"My name's Wheatley I'm an AI, like her, but the difference is I'm your only chance of getting out of here alive." Lie #2.

He looked skeptical, which was justified considering the rehearsed nature of his delivery. The first stumbling block GLaDOS faced in her plan for him was the fact that Wheatley was a mediocre actor. This was until, in what was one of the more terrifying instances in his life, she told him that he wasn't acting, he was lying. Her eyes then bored into him in a way that was both completely petrifying and slightly alluring and she said, "And we both know you don't need to be taught how to lie."

"I'll keep an eye out and when I find a way out, I'll let you know, alright?" Lie #3. She told him to smile at this point, so he did, "Don't panic, we're getting out." Lie #4.

"What's in this for you?"

He wasn't prepared for the question but he spat out an answer from somewhere in his head, "I need to get out of here, she's going to kill me. This is my last shot, too."

The human seemed convinced enough, and it didn't really matter if he believed Wheatley here. "Alright," he nodded, then looked up and around.

"Just keep going. Act natural." He pulled the panel shut, heard the elevator, and began the walk to the maintenance elevator that would take him to where he needed to be for the next bit.

"Nice improv," she said gently, "I was genuinely surprised."

"Thanks. Means a lot coming from you, love," he responded, strained. She clicked her tongue.

GLaDOS called it "leading" and seemed to believe that it was a solution to every problem she had with him. Well, not every, he supposed, because he was still alive to bother her, but sometimes he thought to himself that she liked it when he talked back to her, because it justified her being cruel. Firstly, having to follow her orders day-in-day-out until she decided he was no longer useful to her appealed to her obviously as a punishment. Second, Wheatley saw her trying to make him feel guilty for what had led to his banishment in the first place. It wasn't really working, because she was laboring under the (wrong) assumption that she was making him care about these humans. Sometimes they would make faces that reminded him of Chell, or sometimes their eyes would just...do some weird human thing he didn't understand and make him extremely upset, but 8/10 times he didn't feel anything but slight annoyance that GLaDOS wouldn't just get it over with and kill him. Thirdly, she found the whole thing hilarious. She wouldn't have him do it for every subject, only ones she found interesting, ones she thought would believe him. She rarely laughed, but he did notice that she enjoyed the looks of betrayal and fear on their faces when they eventually died. It was easy to tell when she was smiling, her voice got less abrasive.

It wasn't hard on him. He just had to walk and lie and then not show up at the end and after that she'd leave him be for a while. It could have been worse, and the only reason Wheatley didn't like it was because he sort of hoped it was worse.

GLaDOS wrote him alternate endings so he "wouldn't get bored." This particular human was destined for her original ending, in which Wheatley directly leads the subject into a trap which promptly snaps in one of a number of gruesome ways. It was her first and favorite because it was the one where he was supposed to feel guiltier...for some reason. The second one was just GLaDOS pretending to find out what they were doing and killing the subject. Wheatley liked the second one better, but only because he was allowed to leave faster most of the time, unless she was really mad at him that day. Sometimes she just was, he didn't question it out loud, sure that's what she wanted.

His job was to follow on foot and poke his head out and nod every once and awhile. They usually tried to signal or say something but he pretended not to see. The part in which the fake breakout occurred was at first uncomfortably reminiscent of the one he executed with Chell, with the lights cut and the doors opening and the running. The only reaction he ever gave her was a glare into a camera the first time around. He learned not to do that very quickly.

He led the human onto a catwalk behind the last chamber, taking him around a few corners and old meeting rooms, trying to appear concerned and hurried. He saw the room where the trap was laid and hoped he didn't look as relieved it was about to be over as he felt. She placed one of those bulkhead doors there so it would look like they were about to leave the area. She's right, that's kind of clever, he thought to himself, and then was hit with something in the back of the head with a force that would crack a human's skull. The force knocked Wheatley over, but it was the second hit that knocked him out.

Wheatley was climbing a tree. He didn't know where he was and he wasn't really sure who he was, but he was climbing a tree. It was hard, he knew he was super heavy, but he didn't remember himself being this hard to pull up something. He stopped breathing for a moment hoping it would help him, but it didn't and he gasped, struggling before moving up another branch.

"Oi, look at this, fellas, Wheatley's trying to haul his skinny ass up that tree!" it was a voice and it sounded a little bit like his, but it was a kid he thought, because it was too high.

"Shut up!" he yelled down the tree in a voice that wasn't quite his, clinging to the trunk.

"Wheatley, you bloody idiot, get down from there!" another voice, maybe a kid, he didn't know. He was disturbed by how comforting it felt to be called an idiot in this world where nothing was quite as it should have been.

"Piss off, Peter!" he yelled. Who's Peter?

"I'm getting Mum if you don't get down right now!" it was a girl. Mum? He didn't have one of those, at least he didn't think he did.

"Vicky if you get Mum, I'll tell your whole class you still pee the bed!"

"You wouldn't!"

He didn't know if he would, but he answered, "If you say so…"

"I hate you!" she squealed, "You're going to be in so much trouble when I get back!"

There were rapid footsteps then and he shouted, "Hey everyone! Vicky Wheatley still pees the bed!"

No response. He focused back on climbing, pulling himself up to the next branch with relative ease.

"You're so stupid." the second voice said.

"I can't hear you from up here!" he balanced precariously on it, standing up with a hand against the trunk. He wasn't that high up, really, but he felt like he was. "This isn't scary at all!"

The next voice he heard was impossibly stern and his blood ran cold for some reason. It was shrieking, "Paul! Get down from there this instant!"

Who's Paul? He thought, vaguely amused. His name wasn't Paul.

He heard a snap, and he fell, and that was it.

He woke up with his face in the catwalk, with a perfect view of the bottomless pit below him. He reflexively shrieked and scrambled away.

"About time," that was GLaDOS, he could recognize her. He knew her name.

"I-I was climbing a tree, and the thing my feet were on broke and I was falling and-"

"I don't care."

He looked at where he just was and saw a fire extinguisher. Oh, he thought, yeah, that makes sense. "H-how long was I out?"

"Fourteen minutes, seventeen seconds, and counting. You still have a job to do."

It had felt like about five minutes to him. He thought it was a memory that wasn't his. Pseudo-memory. That sounded smart.

"Idiot, I said, you still have a job to do." she hissed, snapping him back into the real world.

He looked around, "Is the human-"

"Currently escaping? Yes. Thanks for clearing that up. Get. Going."

Beyond the trap room, he found the maintenance elevator and boarded silently so he could get this over with. This had happened only twice before and it was the first time one of the subjects actually attacked him. He wasn't very scared, shocked a little bit, because the only reason the human knocked him out was that he wasn't paying attention. GLaDOS knew this and was happy to not have to lift a finger.

Aperture wasn't an easy place to navigate. Every layer of it was labyrinthine, constantly changing even where there were no personality constructs. GLaDOS knew this, and always wagered on a human getting lost before actually finding her. This human was a bit different, Wheatley could tell, because he was dropped in the layer of the facility he knew her chamber was in. She must be really annoyed. He didn't like the idea of her being annoyed at him, at least more annoyed at him than she usually was. She sent him tracking data on the human. He sighed in relief, noticing that it was pretty far away from her, and started towards him.

Wheatley didn't like the well-preserved meeting rooms and cubicles on this level. He didn't understand why she kept them so pristine. They both knew there weren't humans coming back to reclaim these spaces in which every construct in the facility knew their origins lied. Maybe it was something the mainframe had her do. Maybe she just liked having pet projects to pass the time. That doesn't make sense. He snickered to himself, turning a corner. She ran a 24/7 testing cycle. She's busy enough making new tests. He felt a surge of unwelcome admiration when he tried to run the math through his head and it didn't work. He hoped she couldn't hear his thoughts. He was always paranoid she had his comm link modified so she could listen to him think. He knew she didn't, because when they met that's what they had and it was wildly unpleasant for both of them, but it was something she would do if she knew she could embarrass him.

The human was leaving a room when Wheatley made eye contact with him.

"I see him." he said quietly, engaged in a makeshift staring contest with the brown-eyed man.

"You know what to do," she responded with thinly veiled interest.

He knew.

He closed the distance between them in a few long strides, grabbed the side of the human's bald head, and threw him onto the ground. He picked up his foot and drove down, stomping the man's neck three times. There was a lot of blood. He didn't like it. Blood smelled and was sticky in a way that Wheatley found distressing in a number of ways. He didn't like it because it crusted on his shoe and his coat and sometimes his shirt. The man gurgled and he left him alone to die. He wondered why she didn't just fill the floor with neurotoxin or deploy turrets or something that was easier than this. He wondered if she liked to see it.

That's when he saw her in the opening of the hallway, gray hair pulled back into a bun, wearing all black except for a yellow scarf around her throat. She was much shorter than him, something she usually camouflaged by not being around him, but clearly today was a special day. She wasn't smirking but looked like she was just about to smirk. Smug, he remembered the word he was looking for. GLaDOS looked smug.

"What are you doing here?" he asked.

"You aren't done."

He looked at the man dead on the floor. "He looks pretty dead to me, love,"

"You're not leaving that there. There's an incinerator in the last room to the left." she frowned at him.

Wheatley sighed and went to the corpse, held his breath, and hoisted it up. Great, he thought, beginning to feel sick. There was definitely going to be blood on his shirt now and he'd have to go find another one like it that fit. Or wash it...somehow. It smelled horrible and Wheatley remembered why he hated humans so much. They smelled like 100 things and 99 of them were disgusting. At least the ones he had ever smelled, he didn't usually go out of his way.

The door was a bit difficult to get into, but he managed, flinging it open and throwing the human into the incinerator in as fluid a motion as he could manage, wanting it done. Not wanting to stick around to check if his head made it all the way in the incinerator, he closed the door and turned around to see GLaDOS, looking at a large bloodstain where the human was killed. He took a few steps towards her, keeping his distance.

"I don't know how to fix that." he said, hands up in a premature defense.

"I didn't expect that you would know that." she responded, voice a bit too kind for comfort. She caught his eye despite him avoiding doing just that. Something in her eyes made him really nervous, because he didn't know what it was.

She stepped through the blood to stand in front of him. GLaDOS pulled her sleeve up to cover her thumb and reached up to touch his face, rubbing off a little bit of blood that was on his cheek and then dropping her arm back to her side. He was frozen, confused but not disgusted.

She smirked at the look of bewilderment on his face and whispered, "At least you're useful for something."

i told you guys i would write something that isnt smut some day

i dont think i have that many notes...um im in the process of proofreading and editing the second chapter which took me longer to write (i want to try and get these out two at a time and finish this one for once) so expect that shortly (three day weekend so ive basically nothing else to do). comments or whatever are GREATLY appreciate it, as is just having read my thing. i hope you liked it and will be back! thanks sosososo much for reading and i hope you have a great day/night!