They lay in bed, warm and tired together. He held her in his arms and talked her to sleep, his voice slow and deep with fatigue. He loved lying next to her, feeling her beneath him and knowing that she was so close, safe and warm with him.

It'd been two years and a bit since he'd been evicted from Aperture. GLaDOS had gotten sick of him quickly, and left him for dead, his consciousness stored in a spare human body that had been lying around for centuries. She'd dumped him unceremoniously in the dirt, helpless to fend for himself, and it was a miracle that he'd survived when some wayward travelers had brought him to the shabby medical ward in the city, rehabilitating him and bringing him out of delirium, slowly dragging him from the brink of death.

Chell had come to see him in the ward, having heard that a man had been found in the wheat field where she'd come from, and he'd cowered before her, curled in on himself in the hospital bed and crying, alternately begging her not to hurt him and apologizing, saying that he deserved it, whatever she was going to do to him. She waited until he was spent, his frail body unable to support the emotional outburst, and she'd sat next to him, accepted his apology and comforted him.

She'd brought him to her home when they could no longer keep him in the ward and took care of him until his body wasn't as frail, until she wasn't scared every time he fell into a particularly deep sleep. She taught him how to be human and showed him the difference between that terrible, overpowering itch of testing and the want for sexual intimacy. Things had gotten so much better in the last year or so, and there was almost the semblance of normal that he longed for.

She shook him from his half-asleep state as she gasped and kicked the covers away, tearing herself from him and bolting across the bedroom. He sat up and saw her drop to her knees in the bathroom, head ducked down into the toilet and shoulders heaving. He followed her and knelt by her side.

"You've been like this for weeks, luv. Are – are you sure you don't need to go to the hospital? Or, at least some medicine, something to get whatever it is doing this to you, to get it out of your system, like that stuff in the brown bottle you used to give me?"

He was talking about the antibiotics from his first few months on the surface. "No," she gagged as he stood, pushing the thought away, trying to concentrate on getting through the sentence. "I'm fine. I-" her voice caught in her throat, unsure of whether or not to say. This was certainly not how she wanted to tell him. She'd envisioned them sitting together in the living room, or over dinner one night, not with her sick over the toilet. It'd come as such a surprise to her – she hadn't thought it was possible, after the way Aperture had ravaged her body. "Wheatley, I'm pregnant."

He supported himself against the doorframe, leaning over slightly. "Sorry. Preg-pregnant?" he stuttered, carefully watching her for any signs of a lie. Instead of averting her gaze, she looked up at him as she was half draped over the porcelain and smiled.

"We're having a baby."

He was struck with the most unpleasant cold dread, his heart thrumming against his ribs and his head going a little lighter than was comfortable. "When were you going to tell me?" he asked. "A – a baby! A tiny human." He breathed.

Chell's shoulders heaved again as she ducked her head into the toilet, retching. "I-" she gasped, "I'll be out in a second, and we can talk. Just…" she heaved again, no liquid coming forth. Wheatley closed the door and gave her some privacy, settling back on the bed with his head in his hands.

They were having a baby.

His own stomach turned sour, and he felt like he would vomit at any second as well. He was going to be a father. His breath hitched at the thought and he stood from the bed, running down the stairs and grabbing the keys, out the door and into the car.

He drove fast, much faster than he was usually comfortable with, but he wasn't comfortable with much that night. His fingers shook as he punched in a number. She probably wouldn't hear it, the phone was downstairs in the kitchen and she was upstairs in the bathroom, but he needed to leave a message for her. It rang thrice and went to voicemail. They'd never set a voicemail, so it was an automated program telling him to leave a message after the beep. All the better he thought, wetting his lips nervously and speaking into the receiver after the tone. "'Ello! S'me. I – I'm out for a bit. Sort of just… took me by surprise there. Big surprise, really, and I, uhm… need some time to think. I'll be back… later, promise. I'll be back later. I don't know when. I don't know," he could hear the panic rising in his voice, the slight, sick edge to it that would undoubtedly carry over the message. He swallowed hard and stopped talking, forcing himself to sound calm – a feat that he wasn't particularly good at. There was a stretch of silence before he opened his mouth, breathing shakily. "G-goodbye. I-" there was a second beep, letting him know that the message had reached its full length before he could finish what he wanted to say. He came to a red light and stared blankly at his cellular before closing it and tossing it onto the small tray in the dashboard.

Wheatley didn't know where he was going to end up, he hardly had the faintest clue where he was going. He was dazed, only paying attention to the traffic and when it was appropriate to stop or honk the horn, but he was all too aware of the rising sick feeling in his stomach. Numbly, he pulled over to a grocery market, one where he and Chell often shopped, in hopes of finding something that would settle him. There were about six or seven vehicles in the car park, and the only light came from inside the building, making everything that much lonelier. He wanted to dart in, grab some pills and get back on the road. Having to concentrate on driving took the edge off the dread he was feeling. The moment he put the car in park and turned off the ignition, it hit him full force.

He was going to be a father. God. He shuddered in the car for a moment, his knees almost giving out beneath him as he got out and stood. His mind played the news over and over again, each time as much of a surprise as the last, and none of them too comforting. He passed the correct aisle tree times before he was able to corral some of his concentration and pick out a bottle of antacids.

That particular shelf was a rainbow of colors with bottles of all shapes and sizes. There were small, single-relief packets that were on the side, but Wheatley took one of the larger bottles, hoping that they would ease some of Chell's nausea as well.

The thought of her, sick over the toilet as he left, was another pang of guilt. He shouldn't have left her in such a state, but he would have been sick, too, had he not left to clear his head a little. The overwhelming surprise of the moment had all but suffocated him, and it was the one time since her finding him in the hospital that he'd been truly scared.

Wheatley fidgeted in line. The grocery market was mostly empty, as it was nearly one in the morning, with maybe three other patrons and one cash register open. He kept his head down and his fingers twitched around the small bottle of antacids that he hoped would settle his stomach and calm him down enough to let him think.

He glanced up to place the bottle on the check out counter, and felt like he might vomit right there. The woman behind the counter was Miss Cheryl, a friend of Chell's who he'd met last year, during the Christmas season. He chanted over and over in his head, please don't let her remember me, please don't let her remember me, as he stared at his shoes and fumbled with his wallet. He knew that she and Chell were friends, had even been flat mates at one point. He was fairly certain she knew about the pregnancy, if Chell had known for any longer than a day before telling him.

"Oh, hey Wheatley." She said, beaming up at him. He groaned inwardly. "Chell's not feeling too well, is she? Funny thing about morning sickness isn't it? You're so sweet. Congratulations, by the way! Oh, you two are so lucky! It's so hard, these days, with all the radiation from the war. Not too many people can have kids, not without a lot of counseling, and even then it's not a sure thing." Cheryl was possibly the only human he'd met with more of a capacity for senseless ramble than he had.

Wheatley choked back a protest, not wanting to engage with her and egg her on, not wanting to give her the satisfaction of making him feel guilty for being upset about the baby. His stomach flipped unhappily and he felt that keeping his mouth shut was for the best.

There was a shrill beep! as the antacids were rung up.

"Have you been to see James yet? He used to work in pediatrics; he might be able to tell you a few things. Maybe get an ultrasound – you don't know the sex yet do you? No, no, it's too early for that. Oh, that'll be three fifty two. I guess it doesn't matter. You've got one lucky kid there, Wheatley."

He froze, trying to fish another quarter out of his pocket. "Why?" he asked, nearly gagging on the word. It came out heavy and graceless as he realized that he really didn't want an answer.

He handed her the coins, and she stored them in the cash register and put the bottle into a small plastic bag. "Because you're going to be great parents."

His head swam and he braced himself against the counter as he pushed further, wanting her to get to the point. She was playing him, pretending to be nice to make him feel worse than he already did, half on the point of collapse because of tonight. "What makes you say that?"

She handed him the bag. "You remind me a lot of my father. He was always a bit absent minded, but he was the sweetest man anyone had ever met. Great with kids. I saw you with Mabel's little girl. Kids love you. And the way you treat Chell – everyone knows how much you love her. You protect her. You're gonna be a great dad, Wheatley."

He took the bag, his hands shaking at her words. She noticed, and gave him a sympathetic smile. "Try not to worry about it too much. Everything will work out." She patted his hand and gave him the small slip of receipt, bidding him a good night.

Wheatley hurried from the store and sat in the darkness of the car, downing two of the tablets dry, leaning his head back and closing his eyes. He couldn't think of any decent reason why she's said that to him, and he couldn't fathom it. Him, a good parent. He still needed Chell to coach him through some of the trickier aspects of humanity and, while no one else knew what he used to be, he did, and he knew that he was in no position to coach a child on how to be human.

But what she'd said about Mabel's little girl… it was obvious that Samantha loved Wheatley, even to him. She was excited to play with him in the local park, because he was the only adult who could reach the monkey bars and he was always willing to endure her playtime, submitting to becoming a princess or a giant, whichever tickled her fancy, and she loved it.

He growled and pressed the heels of his palms into his eyes. Just because he was good at playing with kids didn't qualify him to raise one. From what he understood, babies needed so much attention, so much precise care, something that he was so sure he wasn't capable of giving. They couldn't do anything for themselves, and they couldn't communicate what they wanted. It was all guess work and he was terrible at that. Even now Chell had to tell him outright what she wanted, because dropping hints never worked, they just left him confused and doubtful of everything both of them did. What if he got it wrong? If the baby needed one thing, and he gave it another, and what if he never got it right and hurt the baby? He could never live with himself if he hurt the baby.

He turned the key in the ignition and heard the soft ding! ding! ding! of the car starting, telling him that he needed to lock his seatbelt.

Wheatley wiped absently at his face, hands clammy and shaking, before pulling out of the car park and driving aimlessly around the town. He'd come out for some air and medicine to help settle him, and now that he had Cheryl's testimony weighing on his mind, he wasn't sure how long he would be driving around until he came to a conclusion.

The house was dark when he returned. He felt a creeping guilt, though he wasn't entirely sure why. By the way Cheryl went on and on about the baby, the way she was so excited, he felt he should have shown a little more enthusiasm when Chell told him. Perhaps he should have stuck around a bit before going off to think. He slid his key into the lock and turned, entering the house as quietly as possible. Chell had been going to sleep earlier and earlier, having less energy every day, and he hadn't a doubt that she was asleep now.

He knew he wouldn't be able to keep quiet or be gentle enough to crawl into bed with her without waking her up, so he decided to pass the night on the couch. He approached the couch tiredly, a knot weighing in his chest from the night's events, but stopped when he saw the heap of blankets covering her form. There was another pang of guilt as he looked at her. She lay there, her cheeks tearstained and her eyes red and puffy. How long had she laid there and cried, all because of him? A shudder escaped him from his core, and he knew from her face how much he'd messed up. He knelt in front of her and used his sleeve to dry a few stray tears from her cheek, watching as her eyes fluttered open. He smiled apologetically, and watched as she came to, regaining her focus and understanding who it was in front of her.

She sat up, her expression unreadable as she threw the blankets down and stood with him. His smile widened as she moved closer to him, and he ducked his head to apologize and explain himself.

Wheatley gasped, stumbling back, the side of his cheek stinging and small dots of lights popping in his vision. Chell hadn't said a word, but struck him across the face and stormed upstairs, leaving him in a stupor in the dark.

The morning came and he found himself to have fallen asleep on the couch, the same way he'd found her, with a dull ache in his chest and the blankets kicked into a pile at his feet. He didn't know what he'd done and this bothered him deeply, keeping him awake for most of the night, dreading the morning when she confronted him for whatever crime he'd committed the night before. As he rose, he heard the soft chink of ceramic in the kitchen, and his heart dropped somewhere to his knees. He froze completely, not wanting her to know he was up. He didn't know what would happen then, and he was terrified to find out. But he heard her moving about, making a morning cup of coffee, and he could hear her soft sniffling. How long had she been up after he got home?

His knees were weak as he stood to join her in the kitchen, rubbing his hands together as she ignored him, going about her morning and pushing past him without saying a word or so much as shooting him a dirty look. He tried to offer her a spoon from the drawer to stir her coffee, but she took her own. She'd never been this cold towards him, and he felt the heat forcing its way up his throat, threatening to make him break. "Ch-Chell…" he whispered, reaching towards her as she cut a slice of bread.

Immediately, she turned on him, brandishing the breadknife and making him stumble away from her, backing into the counter behind him. "Not even to fucking call!" she shouted as water pooled behind her eyes. "I tell you I'm pregnant with your child, and what do you do?" her voice became level and low and terrifying. "You leave." She spat. "That's low, even for the shit you've done."

"I did call! Chell, you – you have to-"

"No. I don't have to do a damned thing." She paused. "Get out." She ordered, tossing the knife in the sink.

"But you don't-"

"Get out!" she shouted, making him cringe.

Wheatley uncurled, standing at his full height and staring down at Chell, either threatening to break before the other. "No." he said, not quite as sternly as he'd have liked for it to come out. "Not until you listen."

"You're a manipulative, selfish bastard and there is nothing you could possibly tell me that would make what you did last night acceptable," she spat, turning and leaving her breakfast on the counter.

Those words, her anger took the wind from him. Where there had been the beginnings of stern authority, there was now nothing but that same sick feeling from last night. "I was scared," he managed lamely. This had little effect on her. She paused at the kitchen door and turned slightly.

"So was I, when I realized that my child's father is a coward."

"I – I was scared because… I just don't know..."

"You don't know why you were scared?" she laughed dryly, not a trace of humor in her voice, leaning against the wall. She wasn't amused by his poor excuse, but she couldn't believe what he was saying.

"No. I was scared because I don't know." He looked her in the eye. "Anything, about being a father. For God's sake, Chell, I spent my entire life inside a metal sphere! How I'm going to raise a child was the last thing on my mind! And – and I make stupid decisions, I hurt people, that hasn't changed and I'm scared because – because..." He ran his hand through his hair and sighed, "Because of all the things I've done in my life, since they activated me at the facility, this one's important. I don't want to screw it up."

"Well you're doing a fine job so far," she said coldly. "Running out on me the moment I tell you I'm pregnant. Dad of the year, right there."

He pitched forward and grabbed her by the arm before she could leave him alone in the kitchen. She gasped and he saw her hand curl into a fist and pull back, ready to fight him, but he didn't move. He remained hunched over her, his grip loose enough so that she could pull away if she wanted to, and she remained with him, fist level with her chest and a frown creasing her brow.

He tore his gaze from her face, looking down, and for a moment she thought it was shame, or regret. It wasn't until she felt his palm spread across the gentle curve of her belly that she realized he was looking down, at her. She uncurled her fist as her facial features relaxed, bringing her hand down to meet his. "You won't have the chance to be a good dad if you go." She said, her voice betraying her.

Wheatley kissed her full on the mouth and wrapped his arms around her, pulling her close. "I'm not going anywhere, luv." He muttered into her hair.