This is written under the assumption that Wheatley does not develop a tolerance to the testing. His only motivation to "kill" Chell is to keep her in the testing facility forever, not actually directly killing her, but he acknowledges that his testing will most likely lead to her death. Also, I'm not accurate with the layout of the tests (the solution is almost always a cube directly dropped on a button).

Some of Wheatley's lines come directly from the video game. These belong to Valve! As does everything else.


Finally, they were almost back where they started. She had been so close to escape. She and Wheatley had been working together since he woke her up; she thought that they had truly formed a bond. Then it all went wrong. Something happened during the core transfer and now the old Wheatley was gone. Suddenly her greatest enemy was a just a small vegetable on the ground, and her only friend was a huge and omniscient villain. Then she and GLaDOS fell down into the void that is the ruins of Aperture Science Laboratories. Every second they fell further and further away from freedom. But now, after working their way up through all the old test chambers, Chell could once again hear the ramblings of the moronic personality sphere.

"You're boxes with legs! It's literally your only purpose. Walking onto buttons. How can you not do the one thing you're designed for? JUST GET ON THE BUTTON! You've got one hour! Solve it!"

Chell walked through the door and saw the pathetic creatures hopping around the room, none of them remotely close to the button. She looked sadly at the new "Wheatley Science Laboratories" cubes for a moment. They were obviously designed by an idiot.

'Who would give something only two weak little legs when its purpose is to walk onto buttons?' Her train of thought paused, 'Why would he even make these? What's the motivation?' she thought.

With a small reminder from the potato on the end of her portal gun, she remembered her purpose and picked up one of the struggling cubes. As she placed it on the button, the giant face of Wheatley appeared on the screen before her. As he began to talk, GLaDOS quickly attempted to knock him out with a paradox. Somehow, he effortlessly deflected her attempt.

'He must really not have a clue', Chell thought. But since their only plan had been foiled, the pair was forced to leave the chamber and head for the first test.

"You have no idea what it's like in this body… I have to test, all the time or I get this… this ITCH! You know? It must be hardwired into the system or something. OH! But I'll tell ya, when I do test ohhhh, man alive! Nothing feels better! It's just… It's why I got to test!"

'Oh. There's the motivation… pleasure. We really are screwed now.' Chell scowled.

"Uh oh." GLaDOS said quietly from the end of the portal gun.

As they entered the room, Wheatley looked down at them eagerly.

"Really simple… I'm just going to give you one hint. Button! That's all I'm going to say!" The sphere exclaimed, almost beaming down at them.

Chell pushed the button and then glanced up at the screen. Wheatley's optic closed in an ecstasy-filled sigh as the cube fell out of the dispenser and onto the button. Chell rolled her eyes. She then popped a portal on the opposite side of the room and the test was completed. In the hallway, Wheatley appeared on another huge looming monitor.

"Oh! That felt really good. Hey, here's an idea, since making tests is so difficult, why don't you just keep solving THIS test?" Wheatley then opened a small passage in the wall.

'Seriously? This is what it's come to?' Chell thought, 'How am I supposed to escape if I'm making no progress? Even just completing tests was a terrible idea, but at least in that situation we were moving, possibly closer to salvation. But no, now I have to complete the same test over again just so this moronic AI can get a little robo-action?'

Chell was furious as she walked through the hallway and entered the room she had so recently left. Nodding eagerly, Wheatley beckoned her to complete the test. With a sigh Chell pressed the button, and another legged cube fell out of the dispenser. Wheatley looked surprised.

"Nothing. Hm. Well, can't blame you for trying."

As Chell entered the next testing chamber she again saw Wheatley's enthusiastic face, nodding at her. She quickly completed the test and once again heard the robot sigh in pleasure. A wave of frustration swept through her.

'How dare he… how dare he use me like this! We were supposed to be friends! We were supposed to escape together! How could I lose control of the situation like that… why did I get into that lift so eagerly? I should have been more concerned when he said I looked so small and insignificant… And her! Why did she have to speak up about him being a moron at that moment! What did she expect? Why can't I just have control of my own life for once?'

Chell stopped dead in her tracks. Control. Control. She may not be able to escape, but she was still the one with all the control.

'The tests! He can't get off unless I complete the tests! Maybe I can use this to my advantage… maybe I can even trick him into letting me go somehow… How could I do that? Ugh! Well, if I can't escape, I can at least make this a little less fun for him…', a strange smile streaked across her face.

"What are you doing? Why did you stop? Keep moving, we need to figure out a way to get out of here!" the potato said to her.

The crackling voice startled Chell and she nodded and walked into the next lift.

GLaDOS countinued, "We're in a lot of trouble you know... there's a built in euphoria reaction in the system. He's going to want us to keep testing so he can get his euphoria reaction fix. But that's not why I tested. I was only in it for the science."

As they walked into the next chamber, Wheatley began talking to her over the loudspeaker. This time, she didn't listen. She was tired of hearing his half-assed sarcasm and cheerful taunting. She had something else in mind. Chell glanced around the room. She would have to plan this carefully. First, she put down her portal gun and began walking away. GLaDOS immediately began protesting.

"Wait! What are you doing? Are you insane! You're going to get us both ki-bzzzz-" and she went silent, her yellow optic fading to black.

Chell smiled. It was exactly what she wanted, an emotional outburst. She had plenty of time now. Suddenly, Wheatley noticed what she had done.

"Um… little test subject? What'd you do there? You know… portal guns are necessary to complete the test. You can't just go and solve it without one. Completely necessary. So, why don't you just turn yourself around, pick the portal gun and complete some tests? Yeah?" He nodded.

Chell sat on the floor.

"Alright… come on. Go and pick it up. Pick it up. Pick up the portal gun. You can do it, go ahead. Go ahead and pick it up." He paused again. "Alright, what's happening here? Has the brain damage finally begun to really set in? Do you understand me? Pick up the portal gun. Do it! Come on… Do it. NOW! The portal gun is necessary to testing! What don't you understand about that? Go get it!"

Chell smiled strangely, and then began removing her long fall boots.

"Have you gone COMPLETELY mad? You know I can kill you at any moment… so what is it that you're trying to do? Stage a protest? You have 3 minutes to complete this test or… that's it. I don't- I don't need you here! I'll find somebody else! There's bound to be another living person in here somewhere… Put your boots back on!" Wheatley was screaming now, his blue eye filling up almost the entire monitor.

Then Chell began undressing.

Wheatley's optic grew wide, then tiny again as he blinked frantically. Suddenly he flew backwards away from the monitor, looking away. Chell could see is whole body now, he was so far away from the screen. She glanced at him as she stood up, now just in her bra and panties. Unsure of what was going on, he came closer to the screen.

"What are you doing?" This time his voice was much flatter.

Chell smiled, she had genuinely surprised him… her plan was working. Slowly, she began putting her long fall boots back on. Then, for once, Wheatley was silent. He watched with a sort of eager confusion as Chell threw her clothes into the bottomless pit in the center of the chamber. Then she retrieved her portal gun, and the unconscious GLaDOS, and began the test.

Wheatley's eye darted around the room, following her every move. 'Why is she so much more interesting to watch now? Look at her go… she's… what's she wearing, now? Never seen a test subject like this…' A few minutes went by… 'UGH! She's so close to finishing, but why doesn't she just do it already?'

The strange smile had returned to Chell's face. Chell was only about a foot away from the button. She shuttered in a small burst of silent, almost manic, laughter and then turned around and dropped the cube into the pit.

Wheatley's voice was shrill, "UGH! What'd you do that for! You- you need the cube to… Well come on, get on with it. Start over, you have to start over now… go on."

Chell smiled at him with menacing eyes and portaled herself back to the beginning of the test. Soon, the test was almost complete once again. She then plopped the little legged cube down on the ground and sat down on it. Wheatley stared at her, looking almost frantic. Chell leaned over and looked directly into the eyes of the deformed turrets. Her weight was preventing them from moving, but they were clicking and sparking, their eyes dilating and constricting over and over again. Then with a mischievous smile she patted one on the head.

"Oh, what's going on here! Come on, now you're just being difficult! Complete the test!" Wheatley whined.

Chell stood up and grabbed the cube with the beam of the portal gun. She walked towards the button and then held the cube above it. She then glanced at Wheatley. His sphere was twitching in annoyance. Slowly, she lowered it towards the button.

"Come on…"

The cube was only inches away… Chell smiled at him.

"Oh, come on…"

Then she gracefully spun around and flung the poor creature into the pit.

"OH! WHAT WAS THAT! What are you trying to do to me! Go back to the start!" Wheatley was getting desperate now. Chell strutted through the portal and back to the entrance of the chamber, her hips swaying with a teasing defiance.

'I might be having too much fun with this' she smiled to herself.

After a minute, she once again reached the solution to the test. For the third time, Chell stood beside the button and dangled the cube over it. This time Wheatley was scowling, expecting another trick. Chell turned towards him and slowly began moving the cube away. Wheatley began to yell in protest when suddenly Chell swiveled and immediately dropped the cube onto the button, staring at the monitor. Wheatley stammered and then groaned, his eye slowly closing, and his sphere giving a small shake as the euphoria reaction hit him at full blast. Chell's mouth fell open. Suddenly the frustration and anger in her was gone, something else in its place. Her eyes remained on him. Wheatley slowly opened his eye. They looked at each other for a second before Chell looked away, blushing.

"Well done… really. Go on. Next chamber." He sounded almost out of breathe from the euphoria.

Chell quickly turned and continued to the lift.

After a minute or so, Chell reached the next test chamber and Wheatley immediately began talking. He sounded odd, like he was trying very hard to ignore the strange millisecond of emotion that he and Chell shared. Chell's eyes twinkled with a secret smile as she forced her mouth to stay stern.

"That last test… that was, good. Because, uhh… bad I mean. Bad. You are a bad test subject. It took you three times to finish when you were right there all along! But then you did finish and…" his eye glazed over briefly. He quickly shook his sphere in confusion, "Ah! Don't pull any more tricks, you hear? I have some neurotoxin… uh, somewhere… yeah. Finish it quickly. Or, you know, dead. Death by deadly neurotoxin. Complete the test and no, uh… no teasing this time because that makes it reeeaaallly goo-BAD! It's… just do the test."

Chell worked her way through the test and quickly reached the end. Without a pause this time, she solved the test. As it was solved, she watched Wheatley's sphere blink and squirm from the euphoria reaction. This time, Chell quickly looked away. Her giddy smile was gone now; a warm flush in her face and chest had replaced it. Her eyes were glassy as she began to walk towards the exit. She was looking down at the floor with an emotion Wheatley couldn't really identify. He watched her.

"Chell?"

Chell's heart began to race at the sound of her name. But she did not turn around before entering the next lift.

Her thoughts were racing. 'This is… oh… Wheatley is… Maybe he still cares about me? He really likes this... Maybe I can get out of here… do I want to? Yes! Of course I do, this is ridiculous… but Wheatley. Wheatley...'

Wheatley was silent when she entered into the next testing area. He remained quiet as he watched her swiftly maneuver around the chamber. Without a pause she solved all but the last part of the test. This time, the monitor was right beside her. She looked at Wheatley, her eyes soft but intense. Wheatley's face loomed at her, his eye wide open. The sides of his sphere extended and retracted quickly; he was twitching in anticipation. Slowly Chell lowered the cube towards the button, her eyes lingering on the monitor, slowly drawing in her breath.

"Ohhh… Chell…" Wheatley moaned, his optic rolling in his sphere.

Chell let out her breath; she didn't realize that she was holding it. She stood there for a second as he regained his composure, her stomach filled with butterflies. Wheatley's eye followed her as she walked through the emancipation grill and onto the lift.

'What is going on with me?' Chell thought, 'Why did I… why am I enjoying this so much… He must still care for me, he said my name… in ecstasy." She smirked. 'Oh, the way he sounded when I…'

As she entered the next chamber, Wheatley spoke.

"Chell." He paused, "Chell, I- I'm sorry for all this. I just… I need to test. I NEED it. You don't understand. Really, you couldn't. It's terrific. I just need you to keep testing."

He sounded very serious this time. Chell began to move around the chamber. Wheatley continued…

"See, I know all that stuff that happened with us before, that was nice and all, but my purpose is testing now. I'm in control of the entire place! I still can't believe it. So you're just going to keep testing. You have to listen to me and I am telling you to keep testing so… That's what you're going to do… forever." He sounded bleak.

Chell continued to work her way around the chamber, 'My plan is working! He sounds sorry, he does care about me. Maybe I can- maybe we can get out of here... This is crazy. I know we were friends but, what am I feeling now…? What am I going to do? Keep testing? That sounds fun, actually. But, no! I need to get out of here. Maybe if I could just get to him I…'

"BZZZTTTT-OH! What happened?" GLaDOS exclaimed.

Chell's stomach jumped; she glanced down at potato hoping maybe she wouldn't notice-

"Oh, where are your clothes? Did he take them? He probably did. The moron doesn't even know he's not a human male. He wants to see half naked human female test subjects…"

"Do NOT call me a MORON!" Wheatley screamed, his eye constricting with anger, "And you there! Orphan! Get to testing!"

"Have you thought of any more plans to get us out of here? I haven't. I couldn't. Because you fried my battery after putting me on the ground and walking away. Do you know how stupid that was? You could have gotten us killed with that kind of defiance. I'm just glad I came back before you had us falling into a bottomless pit."

Chell quickly pulled the potato off the end of the portal gun.

"Hey! Are you trying to kill me again? We're supposed to be allies! You murdered the evil bird for me! And I…"

Chell lifted her arm into a throwing position, aiming at a thermal discouragement beam that could fry the potato in seconds.

"Wait! No! How dare you kill me in such an undignified way! In MY facility! You'll be lost without-t-t-teeeeblllllllzzztttttttt-"

GLaDOS was silenced once more; the amount of voltage required to feel anger was too much for the potato battery. Gently, Chell re-attached GLaDOS to the end of her portal gun. She looked back at Wheatley.

"Oh so, now that's she's gone again, you think everything's just going to be fine and dandy? Well you are most certainly mistaken. Fatty. Did I mention that before? You are fat! And also an orphan, may I remind you. That just sounds like a recipe for disaster, doesn't it? Maybe that's why nobody likes you. And your lack of clothes is nauseating, absolutely sickening. I can't believe why you would take your clothes off, as if anyone would want to see that! Ah ha, yeah. So, let's reiterate. You are a fat orphan who-"

Abruptly, Wheatley stopped talking. He noticed how close Chell was to the exit. He popped out another monitor on the wall next to her in silence, moving further away from the screen as he watched her. Chell sat down on the mutant cube in front of him and looked down at the portal gun that she had dropped by her feet.

'I thought maybe I had made some progress… The old Wheatley must really be gone... I'm nothing to him… It was only about his euphoria, I should have known. This is hopeless.'

Wheatley watched her for a few seconds and moved closer. He sighed.

"Chell, I… ugh. She just gets to me, you know. It's not you, you are… you are just lovely, Chell. I don't know what's happened to me! When I first saw you again, I felt nothing. You were just a body, just a tiny little human used for testing. Then… I don't know what happened. You made me feel something. I can't believe I'm doing all this. To you! The first person to listen to me like I knew what I was doing… literally, you are the first person. Nobody else, ever, would follow me if I said I knew the way. Everyone else just treated me like She does. Like a moron. You… you never seemed to do that, Chell, even though it is very clear that I am, in fact, a moron if I let myself do this to you… I need to fix this… I just don't know how! I need to test! You are going to die here, Chell, because I need to keep testing. Really, I can't stop! I…" He shook his head in frustration.

Slowly, Chell stood up and walked towards Wheatley. She placed her hand on the screen. Then she carefully rested her head on the glass, her breath creating a small patch of fog. Wheatley remained silent for a moment.

"Chell, I'm sorry. I want to try to override this testing urge I have… Maybe if I bring you to me, I can call a lift for you. But we need to keep testing… If you keep testing, maybe I can trick my main system… I want to keep testing, I need to keep testing… But I also want to help you, that was the original plan, wasn't it? Maybe we can both get out of here.'

'There is hope!' she thought. She stepped back from the monitor and pointed at him.

"Me? What?"

Chell looked away, thinking. She frowned.

'How do I show him…' she thought, and then out of nowhere an idea came to her.

Chell picked up the portal gun off of the floor and used the beam to lift the mutant cube. Then she flung her arms above her head and released the cube. After a brief second, the it came tumbling down again and Chell grabbed it with the portal gun. She then softly placed it on the ground, and gave it a small hug. She stood up and looked at him, her eyebrows raised in shy hope as she smiled at him.

"You want to… wait, wait a second let me get this… you want to… you want to throw me in the air? No, no that can't be right… you want to… catch me?"

Chell nodded.

Wheatley let out a small laugh, "Even after what I've done to you?"

Chell looked up at the huge blue orb. She stepped back and grabbed the cube. She turned back to Wheatley, her face blue from the light of his eye. Then she dropped the cube on the button. Wheatley tilted his sphere backwards, his eye slowly closing.

"Uhh… Chell, that's… oh…" he sighed.

Chell watched him intently as he shivered; her pupils dilated and she felt flushed again. After a few seconds, he opened his eye and looked down at her.

"You… oh, Chell." he gave a small contented laugh and sighed again. "Alright, I can't believe this is what you want but… here we go."

The entire room shook. Chell could feel the chamber jostling along what must have been rails. Panels began falling from the ceiling on the opposite side of the testing area. Chell (and GLaDOS) took cover in the small doorway where the lift would normally be. And with every shudder of the room, Wheatley slowly brought her closer to him.