Hell, if you crazy kids haven't beaten Portal 2 yet, then go do so. Then I wouldn't have to write SPOILER ALERT in all caps, and would save myself some typing time.

Sweat dripped off Chell's brow and hit the floor. She had been running for what seemed like hours now, and could hardly move another step. It was one thing to be doing this much running in a normal everyday type setting, it was another to be doing it only a day out of stasis and the threat of an atomic explosion looming over her head. She knew she had to get back up, but didn't know how, or even what she would do when she did. Wheatley was severely corrupted by now; Chell figured that more than likely he would try and kill her just as She had done hundreds of years ago if she showed herself in front of him.

Chell leaned against the wood-covered walls and breathed. She had been flung quite a ways down; into what looked like Aperature science from the 1940's. While it was amazing that a single laboratory could contain so much space and be so well buried underground, Chell had little time to reflect on it. Her thoughts kept racing back to the exact moment when the change occurred in Wheatley.

She could almost feel it coming at that time. The blue-eyed metallic sphere was such a small and pure core, earnest and friendly, even when she would tease him by not following his requests. Putting him in Her body to Chell now was such a terrible mistake. Her body contained too much power for the little core, who had never truly felt anything of the kind. It was amazing that he was able to maintain himself for as long as he did before falling into the darkness that She presided in. Chell was happy to have him replace Her. Chell truly believed the entire facility was better off.

Oh how wrong she had been.

She forced herself to believe that Wheatley was merely corrupted and that he had no intention of betraying her from the start. She willed herself to believe that deep down, the old, idiotc, but kind Wheatley was trapped inside. She was the one who had to set him free. It was her fault that he was like that. She told herself again and again that Wheatley could still be fixed.

Those thoughts gave her the strength to move on. She had to get to him. She needed to make him realize what he had done and go back to normal.

A small explosion sounded somewhere above her. Chell worried that as She had said, he was a moron, and was making terrible decisions at the moment. All the more reason for Chell to hurry and save him from destroying the facility and himself.

She forced herself on; her legs ached at being used against their will. But for Wheatley, she would continue, no matter the pain.

Wheatley knew she was still alive. That part of him had hoped for it. With all that they had gone through, he really hoped so.

The other part, something he didn't even know he had in him until he took over Her body, told him that she was dangerous. She was destroying science and for that she must die. But not before she runs a few tests.

Wheatley liked that. He never knew how fun tests were until he took over the body. He enjoyed the power that came with it too. Never in all his existence had he ever been as huge as he was now.

No. That's not right. He never liked tests, and he knew why. He didn't really want all this; not this much power, anyway. All he wanted was to escape with Chell. The nice lady who had followed him with the strangest loyalty. The nice lady who listened to his every word. The nice lady who-

She is a terrible person. It says so in her test file. The tests do not lie. She is terrible, and therefore unnecessary, a danger, expendable. Getting rid of her would make Aperature science labs more productive.

But that doesn't seem right. How was she affecting the status of the facility? That was Her fault, for not maintaining the functions-

But the facility is not Hers anymore. It can be changed now. It can be made into whatever the new system wants.

Suddenly, something from Wheatley's memory surfaced. It was Chell. She was wearing a fearful expression as she gripped her portal gun, looking on as Wheatley began to transform into the monster he was now. The next image he saw was of her eyes, looking at him as he blamed her for not helping, when indeed she had done most of the work, and had been more than patient with him as he fumbled around. Her eyes showed fear, betrayal, horror, pity, and worry. He did not expect the last two. He expected the others, along with anger and resentment, but there were only the slightest traces of those within her face. The last was of her just before she fell into the pit. Her expression was only that of 'why?'

Why indeed. She was only helping, and he was so cruel-

No. Everything was as it should have been. She would have tried to break the new body; to dismantle it. She is gone, and hopefully dead. She is the last thing in the facility worth being needed.

Something in Wheatley fell to the darkness. He wondered what it was. Ever since He had become attached, he felt like he was losing more and more of…something… Every time he tried to identify what it was, a new thought would pop up into his head and cause him to lose whatever it was he had been thinking about.

The only thing he felt he could hang onto was the thought of her. She had survived Her tests hundreds of years ago. She could come to him and save-

Murder. That's all she is good for. And tests. That is her worth. And as soon as new test subjects are located, she will be replaced easily, and then slowly dismantled.

Wheatley felt his judgement cloud over. No…He liked the nice lady Chell. She was…what was she again…?

On and on a battle raged in Wheatley's head. Slowly he began to lose himself, and wonder why he couldn't rebuild the facility. After all, She never did anything about it. And now She was in a potato battery. Nothing She could do could match Wheatley's raw power, and new body.

And what of Chell? Sure, she was there to get him into the new body, but she had been selfish. He had sacrificed so much, and she had given so little in return. It was ridiculous. She deserved to be down there. Rotting away. With the rest of the ruined and obsolete lab.

Something in Wheatley protested weakly, but was immediately silenced.

It was time to get to work. The horrible lady and Her would be dealt with as they came up, but right now, he had better things to do than to remember them. He may very well be a moron, but at least he wasn't dead, or a potato.

An alarm sounded in the distance, he vaguely registered it before deciding it was unimportant.