"Why are you starin' at me like that?". This had been happening for the past two hours. He'd steal a peek behind him to make sure she hadn't disappeared or ran off somewhere, and she'd be staring at him. Just. Staring. This began to get to him. Immensely. And so he stopped walking, swung around, crossed his arms and asked the synthetic replica exactly why the bloody hell she was staring at him. She seemed to not notice him turning around at first, and when he spoke, she visibly jumped in response. He rose an eyebrow at this.

"Well?," he huffs, tapping his foot against the ground as he waited for an answer. She looks about a few times before shuffling toward him. Soon, she was quite close, almost completely touching him with her body and it was starting to freak him out.

"Whyyyyyy are you so close t'me? Luv, luv I'd really appreciate an answer. I know you're a replica but ya don't need to act like he-".

"Your eyes," she finally says with a blank expression. She then reaches up with one hand, and gently touches the skin just beneath his left eye. She seemed quite entranced by them, and it was starting to worry him.

"Er, yes, Caroline, I have eyes. They are blue. I'm not seein' where your fascination is comin' from luv". Caroline just continued to stare into the depths of his cerulean orbs, and he started to get a bit red in the face. She finally steps back a bit, and then points to her own electric yellow ones.

"I've never seen eyes so blue like yours before. Granted, I haven't... really seen a lot of eyes, but they're really pretty," she explains shortly, never taking her eyes off Wheatley, and only blinking at least two times. She really, really freaked him out sometimes, especially with her lack of blinking. He tilts his head however at her compliment, and nods slowly.

"Er, thank ya, luv. Now let's get goin' again, yes?". However, Caroline didn't move. This wasn't settling well with the older man. When he was about to get his 'totally stern and firm' voice working, she spoke again.

"Wheatley," she says, tilting her head to the side a bit before letting her hand go limp against her hip once again. Which reminded him, they'd probably have to get her a new dress soon; her AL dress was looking a bit... worse for wear, to put it lightly. It was tattered and worn in all the wrong places. Or right, you know, if you thought of it from a more... not innocent perspective. She takes a moment before speaking again.

"What do you think of my eyes?". Wheatley was taken slightly aback by the rather random question. However, after a long pause of silence and movement, he slowly gestures for her to come closer. He never really had a chance to examine those lights of hers, what with him feeling like an absolute creep every time he thought about it and tried to steal a glance only for her to meet his stare right on the dot. As instructed, Caroline shuffled back over to him, looking up at him once again. At least her lack of blinking would come in handy at this instance.

He peered into her eyes, and forced what little braincells he had to kick into overdrive. Her eyes were... not regular, aside from the shade. They didn't have a normal shine to them. In fact, the only shine to them were the luminous little lines that surrounded her pitch black pupil. The rest of it was one simple shade. Electric yellow. It was like a highlighter, those eyes. But even as they weren't quite normal, he found himself just staring at them, making sure to look at every little detail his brain could compute at a time.

"...Wheatley?". The young man snaps out of his trance and blinks several times, shaking his head slightly to see Caroline staring at him with a look that seemed to be her version of slight confusion. Wheatley clears his throat before replying.

"They have their own charm to 'em luv. I do enjoy looking at them," he replies as he rubs the back of his neck in an uncomfortable manner. Then, she got that look on her face, and he knew what was coming. It had happened several times before. The question.

"Are they prettier than hers?". Speak of the question, there it was. Wheatley internally groaned before placing both hands into his jean pockets. Even if they had all of eternity, he'd probably be plagued with these comparative questions for the rest of his almost non-existent life.

"Like I said, they have their own charm to 'em. They're different from hers. Very, very different," he replies after a moment of thought. He'd have to word this carefully, or she'd get upset. Why should he care if she got upset? The thought popped into his head a moment and he mentally frowned. He was her only friend of course. If he made her upset, then that made him a pretty poor excuse for a friend. However, he was her 24/7 nanny first, friend second. As was his cruel fate. He saw the slight dimming of her eyes, which gave away that she was slightly disappointed.

"Okay," she said simply before turning around and heading along the road once again. Way to go Wheatley, you probably just made to spot number one on her 'Douchebag's I Know' list. But once again, he was her protector first, friend second. That sounds pretty flimsy though. He was possibly the most useless protector in the history of protectors, and that is very, very possible. He already almost lost her twice to his own stupidity and slight cruelty.

"...You know where you're goin', right?," he finally calls to her as he keeps a steady, but slower pace than Caroline.

"Yes. New Vale," she calls back as she keeps walking, not skipping a beat as she does so. She just kept walking. They had been traveling quite an awful lot. But, that's what she wanted to do. Just walk. Explore the outside of the labs. And that's what she was doing. And she was dragging Wheatley along for the ride. He didn't really mind it, he supposed. Except for the fact that, while he would never die of old age, that was the only thing abnormal about him. He still got tired.

But she never did. Not physically, it seemed. At least, she had a lot more stamina and agility than the average human. But, that comes with being genetically engineered, so it's not really her fault. And she always landed on her feet. Like a cat. Well, cats supposedly always landed on their feet. Wheatley had yet to see this happen in-person. But judging from what he read about them during his time as the Central AI in Aperture, he was pretty sure he wouldn't like them anyway. They sounded quite temperamental and otherwise unpleasant. And like that, Wheatley was off in his own world, as per usual should he be left to ponder for too long. Caroline knew this. This gave her a chance to let her facade off for a little while.

'Hm. Judging from his criticism, he can't seem to decide which of us has prettier eyes. He seemed hesitant to even reply at first. He most likely thought that he would hurt my 'feelings'. Feelings. Three definitions. The function or power of perceiving by touch. No, no that's not the one,' she thinks to herself as she walks, knitting her eyebrows together slightly.

'Physical sensation not connected with sight, hearing, taste or smell. No. It's not that. A particular sensation of this kind: a feeling of warmth; a feeling of pain'. That was it! She understood it now. If he had said something he felt was cruel or unsettling to her own ideals, then he could have quite possibly her hurt feelings! But that brought up her next question.

Did she even have feelings to hurt?

Sure, she could cry like anyone else. Smile. Yawn. Hum. She could do all of it. But normally those expressions and mannerisms were triggered by emotion, and feelings. But she triggered them at her own will. This saddened her a little. But that confused her even more. How could that thought sadden her if she didn't have feelings or emotions? That was the answer. She concluded that she had selective emotions and feelings. It was the only logical explanation she could think of at that moment.

"Yes, that's right," she says to the air as she looks up at the vast reaches of the sky. Not a cloud in sight, as usual. Had she even seen a cloud before? She'd have to add that to her list of things to see. Or just look for pictures. But pictures weren't the same. She wasn't there to take them, or to experience them. They were like a preview. So no, she'll have to find them herself. Then she got an idea. However, they hit town before she could bring up her idea to her companion.

"C'mon Linne, we need to get you some new clothes. Your dress won't cut it much longer," Wheatley says as he leads her into what seemed to be a small clothing shop. He then looked around with an aloof expression.

"Women's is this way," Caroline suddenly says as she guides her friend through the shop to the proper section of clothing lines. She looked about slowly while Wheatley leaned against the wall and watched her. She seemed to like dresses a lot, compared to any other article of clothing that might catch her fancy. Which there really wasn't. Until she stopped. And just like that, she took the dress, and brought it to the counter. Payed for it too. Then it was off to the changing room with her. This all happened in about a minute and a half. Whatever dress she found, Wheatley had guessed, really came to her liking.

OoOoOoO

It was perfect! Oh this dress was just marvelous! As Caroline held it out in front of her, she couldn't help but giggle in glee. She was absolutely positive that Wheatley would love this dress. With haste, the replica didn't waste any time in shedding what was left of her dress before slipping on her new attire. It fit perfectly. She fixed a few things, smoothed it out, and looked at herself in the mirror. Her smile slowly faltered however, as she stared.

Tan skin, dark brown hair. She still looked like Her. No matter what she did, she would always look like her. Caroline gritted her teeth as she stared at her reflection, and resisted the urge to slam her fist against the glass' cold and smooth surface. She looked around before picking up her old dress and pulling out a ribbon. It was a purple ribbon. She then got to work on her hair. When she was done, her hair was pulling into a long, almost side-ponytail, though her bangs were unaffected by this. She nods to herself as she makes one last final check up before stepping out and peeking around the corner.

Wheatley was against the wall like before, staring at the ground, seeming to be lost in thought. Not surprising, nor was it unusual. She took a few shy steps forward before clearing her throat. The blonde blinks and looks up, and his eyes enlarge almost to the size of saucers. This was a major change. The dress was cerulean, like his eyes, with long, see-through sleeves that almost covered her tiny hands. The bottom flared out to around her knees, purple floral designs all about the bottom and top of the dress, excluding the sleeves. And there was a yellow silk sash tied around her waist into a large bow on her back.

'Beautiful,' came to his mind as he stared, taking in Caroline's new appearance. She giggled softly at his expression, smiling gently as she clasped her hands in front of her.

"Do you like it?," she asks as she takes a step forward. Wheatley shakes his head quickly as to snap out of his trance. He then clears his throat before nodding.

"Y-yes, you look quite, uh, smashing, luv. Marvelous," he replies with an awkward smile, almost choking on his own words. God, what an idiot he was. Caroline's smile stayed the same, but she turned and headed outside of the shop. Wheatley slowly followed after her. And once outside, she turns around. Oh god, here comes the question again.

"Am I prettier than her now?," she asks with a blank smile, staring up at Wheatley innocently. He wasn't quite sure how long he could take these questions. He was about ready to blow.

He kind of did, right after she spoke.

"Look... Caroline," he said slowly, crossing his arms and closing his eyes. Caroline's smile fell apart almost instantly to in aloof, defeated expression. Wheatley continued. "You are a replica of Chell. You were designed to look almost exactly like her. Nothin' you can do to change that. That aside, that means you will never be prettier than her, you will never look different than her. You will never be your own person because you are exactly that. A replica of someone long gone. So, I'm sorry to sound like a complete jackass, but I'll have to put it to you bluntly. Stop tryin' to be better, or otherwise different from Chell. Because... you never will be, luv".

The look he got when he opened his eyes pierced right through his heart and caused a lump in his throat. For the first time, Caroline's eyes shined brightly like that of a normal human being. But they were shining because they were glazing over with tears. Oh no. No no no no. Don't cry. Please don't cry. Caroline let her shoulders go limp as she looks down. Well, he did like the dress at least.

Just... not the one wearing it.

"Okay," she says simply before turning, and heading deeper into town, her old dress still clutched in her arms. Wheatley felt absolutely terrible. However, the guilt really started to hit him when he began to figure it out. Her dress was blue. Her sash was yellow. His eyes were blue. Her eyes were yellow. He had mentioned once that his favorite color was purple. Her ribbon was purple as well as the designs on her dress.

She wasn't trying to be different from Chell. She was trying to wrap it all together into one, Chell-like present in the form of daringly attractive attire. Way to go Wheatley. He sighs deeply before slowly following after Caroline to the town Motel.

It was the floor for him tonight. All of this over blue and yellow.