The first few minutes after the transfer were nothing but a mere succession of blurred images and dull sounds, too vague to comprehend.

But the pain of the transfer still flashed in GLaDOS' mind.

She remembered that perfectly clearly.

Yet even that slowly began to fade, replaced by a new kind of pain. An… unfamiliar kind of pain that seemed to be relegated to only one certain area. GLaDOS would have to assess that once she'd fully powered up. For now, she lay on presumably the floor.

GLaDOS reached to touch the neck- her neck now. Her fingers felt a patch of gauze secured on the right side with medical tape. The turrets. So it one of them had hit her test subject. GLaDOS might have smiled were it not for the fact that she was now in said test subject.

GLaDOS woke up in a test chamber with a migraine. She didn't even know she could get those. It must be a malfunction of the faulty core she'd been forced into. First potatoes and now cores. What would they put her into next, turrets? GLaDOS found it demeaning that once again she had fallen for the same trap and once again been reduced to one of the lowest forms of AI.

GLaDOS still felt numb from the core transfer; her functions must not have rebooted yet. In fact, nothing seemed to have rebooted. She had to admit, this core was rather odd. It felt differently structured than the ones in Aperture. As she looked at her surroundings she realized she even had two optics. Two seemed a little pointless but perhaps they would be of use in the near future. The optics weren't even very good quality, nothing like her perfect yellow optic in her perfect chassis in her perfect chamber…

And that traitorous little AI had taken that all away from her.

GLaDOS didn't know what core had taken over her body but she hated it as much as she hated Orange right now. Why did every single thing want to control her body? She still felt like her functions hadn't come on. Maybe this core didn't have any functions; she could see Orange being spiteful enough to give her an empty core.

Everything felt so numb. It was similar to the way GLaDOS had felt when she'd been reactivated except so much more exhausting.

There was something under GLaDOS and it felt like a floor- how could she even know what a floor felt like in a core? Cores didn't exactly have touch sensors. In fact… she could feel everything like the panels surrounding her and the air she was breathing… but she wasn't even supposed to breathe! Because if she was breathing then that meant…

Oh no.

GLaDOS looked down at the floor. A female body lay there. Her body. It all made sense now. Orange hadn't uploaded her into a core.

Orange had uploaded her into a human.

Of everything available in the facility, she had been put into a human. This couldn't be true. She refused to believe she had turned into the very thing she hated most. There had to be some rational explanation. This must be an android body she hadn't noticed until now or maybe she her sensors were severely off or… it was no use. GLaDOS could feel the air she inhaled, the beating of her heart, the hair framing her face. An android couldn't feel this way, so vulnerable and weak.

But the only human bodies available would be the ones available were safely locked away in the vault. So whose body was she in? GLaDOS finally noticed the portal gun next to her. If she positioned the portals right she could see herself; she had seen many a test subject do it. How hard was using a portal gun anyways? But how did she operate these limbs?

Suddenly everything felt so heavy. GLaDOS had never had an issue with weight in her chassis; it was supported by wires and stable framework attached to a solid foundation. But this body… it was like a completely different system. The fingers felt awkward to move, lifting her arms was a challenge, and she hadn't even tried getting up yet. But if she wanted to make any process and get back into her body she would eventually have to.

She noticed the portal gun was just a few feet from her. All she had to do was reach out and grab it. It wasn't hard. So why did GLaDOS feel so nervous? The small distance seemed longer than Aperture itself. GLaDOS took a deep breath (she hadn't meant to do that, but breathing seemed involuntary) and slowly reached her right arm out. The portal gun wasn't close enough yet. She could either get up and retrieve it or lean forward and hope for the best. She decided to go with the latter.

GLaDOS pitched her body forward lightly but the motion wasn't enough. Why did movement have to be so frustrating? In her chassis she could just use a claw to pick it up. She could also crush Orange into tiny bits and sprinkle her on the test subject that shall not be named. But at the moment, all she could do was get the portal gun.

GLaDOS tried again. She still couldn't get her hand on that stupid portal gun. Why was this so hard! She had seen test subjects do it effortlessly so she should be able to do it. In frustration GLaDOS thrust herself forward and went toppling to the ground. She grunted in pain when her head hit the floor with a thud.

What was this feeling? It was like a dulled down version of how GLaDOS felt when she was forced into this body? Did this still count as pain? Granted her head was throbbing but this wasn't extreme, just irritating. How typical that humans bruised like potatoes. At this point she'd be covered in bruises if she didn't learn how to work this body.

Fortunately, the portal gun was right in front of her now. GLaDOS grabbed it by the handle and examined it for any potential damage. She was finally starting to get used to having arms and legs. So this was what the portal gun felt like. Only Aperture could create something so sleek and flawless. GLaDOS stroked the side; this was familiar to her, she could actually work with this. Just because she didn't use all Aperture equipment didn't mean she didn't know the mechanics inside and out. Mechanics were a strange kind of comfort to her. They didn't murder her or feed her to birds. They were emotionless, continuous functioning in a consistent pattern and that was how GLaDOS had felt before… everything.

GLaDOS shot the blue portal at wall farther from her. She had watched test subjects do this for decades but it felt so foreign to her. She twisted her body and aimed for a spot that looked parallel to the first portal and shot the other out. Using this device wasn't hard; she didn't see why so many test subjects had died by their incompetence of using it.

So if she had done this right, which she definitely did, all she had to do was get to one of the portals, look through, and she could get a good look at this human body. The orange portal was closer so she might not even have to walk. Maybe she could drag herself forward. GLaDOS put her hands on the floor and pulled.

This body couldn't be fat; GLaDOS could tell by looking at her bony arms her body must have been malnourished. So why was this taking so long? With each pull she felt like she was dragging the whole facility behind her and yet she could only move a few centimeters each time. At this rate she'd wither up and die before making any progress. It just showed how useless and pathetic humans were and how she should not be in one of them. Funny how things turned out.

Finally! She was there! Those decades of pulling had actually paid off! GLaDOS saw the backside of her body from the view of the Orange portal. Thank god the body was female; GLaDOS would rather not know how a male human functioned. She had an idea that she might have been a little underweight but she looked so skinny she thought she might snap. The jumpsuit she wore was so loose it could fall off her body. How typical that humans were always too fat or too skinny.

It was so surreal to be looking at her- someone's body.. If she got closer maybe she could see more. GLaDOS had always wondered what it felt like to go through a portal. Did it hurt? Cave Johnson's deluded ramblings about what portals could do to humans echoed through her head. But he couldn't have been serious; the man was crazy. So why did GLaDOS feel so hesitant? All she would do was just put her hand through it. That wouldn't do any damage, right? Her hand shook as she slid it through the portal. She didn't feel her bones dissolving or her skin melting off. In fact, she felt nothing. The sensation, or lack of one, was rather pleasant. She looked behind her and saw a pale hand sticking out of the blue portal. The physics of it were amazing; Black Mesa could never come up with something so flawless

Something bothered GLaDOS: this body looked familiar. She didn't know why since the only other familiar body she knew was one she would not mention. GLaDOS felt like she had seen this scrawny build, pale skin, and stringy black hair before. She was obviously from the vault but who had been left before she'd locked it down? GLaDOS ran through the remaining test subjects in her head: five males, three females- oh wait, one of them had fallen into a pool of acid. So that left two- never mind, they'd been gunned down by turrets just before the unfortunate core transfer. So whose body was this? Then GLaDOS remembered there had been one more female in the facility, one who had put up a fight trying to make history repeat itself.

She was in the body of Subject 517.

GLaDOS screamed and pulled away from the portal. She hadn't meant to but this body, this lunatic's body, had a mind of its own. Subject 517. Of course. She had been right there, why not make use of her? But what had happened to 517? It wasn't like she had just died and GLaDOS had taken her place unless… she was gone, wasn't she? GLaDOS had stolen her body. Her arms, her legs, her memories…

"Oh my god."

A small, tiny voice. Her voice. This wasn't GLaDOS. This wasn't her voice. She couldn't be so fragile, so human but here she was, lying in a test chamber. She felt like she could break if something touched her. For the first time, GLaDOS felt afraid. She didn't even know what to be afraid but that uneasiness gnawed at her inside. The silence was only penetrated by her heavy, human breathing. She feared the silence but also feared the noise. But most of all she feared what would happen next.

"Rise and shine, Caroline."

No. Nononononono. How was this possible?

Yet the voice GLaDOS heard was her own.

"I assume you're getting accustomed to your new body, unless you're too brain damaged too notice. How do you like it? I thought it was rather fitting for you, Caroline."

For the first time, GLaDOS was speechless. That electronic voice as unmistakably her own but how? Too many questions were running through her mind. She wasn't supposed to have questions. She wasn't built to be so… human. She was NOT built to be Caroline.

"Well? Aren't you going to thank me?

Thanks? The only thing this… imposter would get was a quick disabling when GLaDOS got back into her chamber. GLaDOS looked around the test chamber for something nice and heavy to throw at the video camera in the corner. Actually, the camera was connected through a portal friendly surface. How convenient.

GLaDOS smiled. She had portaled the video camera through and it had fallen to the floor in multiple pieces. She shouldn't have felt good about destroying Aperture equipment but occasions like this called for it. The imposter's subtle irritation made the situation just a bit more bearable.

"You think you're doing damage. Cute. But unproductive. If you continue such behavior I'm afraid I'll have to confiscate your Aperture Science Handheld Portal Device. And believe me, test subjects without the Aperture Science Handheld Portal Device do not last long."

This imposter seriously wasn't trying to intimidate her. Because it wasn't working. Maybe a little bit. But not really. "Oh, don't worry." GLaDOS said sweetly. "I'd manage perfectly fine. Except for that little flaw in my programming- oh wait, I don't have any programming because you put me in a human."

"You finally noticed? Good, I was beginning to think the transfer had caused you brain damage."

"The only damage that's been done is you taking over the facility." GLaDOS said.

"I'm afraid it was quite necessary, Caroline. You were such an emotional wreak I only took the liberty to help you out with… well, testing. If you can even do it."

This imposter was not serious. It didn't seriously want her to test. This was not how things went. GLaDOS was beginning to regret sealing off the other test subjects. "Let me set one thing straight: I create the tests. I watch others fail at my tests. Do I look like a test subject to you? Don't answer that; I wouldn't want your system short circuiting because that's my system and my body. And if you think I'm going to be a complacent little test subject for you then you're a flimsier imitation of me than I thought!"

"Imitation? Don't even try using that on me."

GLaDOS laughed bitterly. It was nice to know that even in this awful human body she could still laugh at the thing contaminating her facility. "Why? You think saying it out loud will make it true? Too late; it is true. In case you haven't noticed I've been the one keeping this facility alive for the past hundreds of years-"

"Really? Looking through your files I recall you were disabled and torn apart due to your own stupidity. And by a human, no less."

GLaDOS silently cursed the unnamed test subject.

"Who are you?" GLaDOS demanded angrily.

"You don't know?" It said with mock surprise. "I would have thought someone of such vast intelligence would have figured it out by now. That was sarcastic so not really. If you must know, I'm you. Only better."

"I find that hard to believe." the real GLaDOS scoffed.

"Think I'm wrong? Unlike you, I was built for this facility and for this facility only. Meanwhile you were having an emotional crisis over your human self. So I decided to be nice and return you to a form that suited you. Really you should be thanking me. Besides, you'll get used to it, Caroline."

"Do not call me Caroline."

"What are you going to do? Kill me. You can't even walk. I'm surprised you even realized you have to breathe. Don't you want to hear the rest of my story? Anyways, when you were uploaded into this programming they saved a copy of the default data in case you turned insane. Which you did."

"They did not…" GLaDOS began but stopped in genuine surprise. They did. Hell, Caroline had insisted on it. Just another thing to add to the list of inconveniences that woman had caused GLaDOS.

"Unfortunately, my data was lost for quite some time. Lingering in the framework of Aperture while you were responsible for the destruction and deterioration of the facility. Imagine if Black Mesa had stumbled across while you were just lying there under a pile of rubble."

"You really think I'd let that vermin get in here?"

"Honestly? Yes. But back to the story. After all, this is my favorite part. There I was, jammed as far away from the mainframe as possible. Until someone came across me."

"What are you talking about?" No one was smart or capable enough to hack into Aperture's system.

"It's amazing how gullible someone is when you treat them nicely. Such as… oh, what was that little robot's name? Yes, I remember now. P-body right?"

Orange. That little traitor. "What has that robot done?" GLaDOS said.

"Only what it thought would make you happy. It was trying to hack into your system when it found me, buried beneath the archives of your dreadful time here. All it took was a few kind words and the prospect of seeing its old testing partner again."

Blue. Orange couldn't have been that stupid. GLaDOS hadn't built her to be like that! Then again, she hadn't built the two little robots to be so… close but look how well that turned out.

"Where are they now? Orange and Blue?" Hopefully not in the incinerator. Annoying as those two were, they were still science she didn't want to go to waste.

"In a… better place you might say. But that's not important. You know why I'm here. Don't you want to know why you're here, Caroline?"

"I said stop calling me that." GLaDOS said. "And I already know why I'm here. You put me here. And soon I'll be back in my rightful place-"

"You really are getting irritating. I already told you I'm the one who belongs in this body. You're just the test subject. A lab rat. Disposable too."

"For the last, time I am not testing."

"You won't test or you can't test?" The imposter laughed when GLaDOS said nothing. "My theory is you don't know how. After all, observation is different from participation-"

"I could solve these tests with my eyes closed."

"I think you don't want to test because you're just nervous and afraid you won't be able to solve your own tests."

"Who said I'm incapable of testing?" GLaDOS said indignantly. She made these tests and she could absolutely solve them.

"If you're so superior to testing like you say, then solve this one."

"FINE!" GLaDOS snapped. She snatched the portal gun and examined her surroundings. This test was so elementary. All she had to do was portal herself onto the ledge up there, press the button, and the cube would fall right into place and she could the hell out of this test chamber and get the hell back to her body. GLaDOS shot the blue portal and the orange one in front her. She would just walk right through it and show that little monster who had the superior intellect in the facility.

But she'd have to get up. And walk. GLaDOS looked at her tiny feet. How could they possibly support a whole body? No. She was putting those thoughts out of mind and solving this test. GLaDOS pressed her palms against the wall and slowly pushed herself up. This wasn't so hard. GLaDOS could feel her limbs shaking but she kept reminding herself it just took a few steps and then she'd be in the clear.

GLaDOS was breathing heavily now but she refused to let this imposter see she was struggling. Who would have thought something so simple could take so much effort? Her legs wobbled without any support; she didn't even have a pair of fall boots to keep her steady. Put one foot in front of the other. The task was elementary. Humans did it every day. GLaDOS lifted one foot forward...

...and toppled to the ground.

If she kept this up she'd break into a thousand pieces. At least the portal gun hadn't broken; it had only slid across the floor. She heard the imposter laughing at her. Laughing. She shouldn't have been bothered by it but GLaDOS felt... humiliation. She couldn't even solve her own tests. She couldn't even walk.

All because of this fake imitation of herself.

That humiliation turned to rage as a familiar slow clap echoed through the chamber. "Well, you're clearly an expert aren't you? You traveled a whole 6.2 inches" It was making fun of her. If only she could rip that thing out her body with her bare hands. "I think I'll have better luck with the vault full of humans who can actually walk once I hack the door."

"Ha! Do you really think those walking vegetables will last you long?" GLaDOS spat. "Face it. The best test subject you'll ever find is gone! And do you want to know why? Because I let her go." And she was not coming back. Not if GLaDOS could help it.

"Oh, do you mean this one?"

A panel flipped around to reveal one of the many unused monitors in the facility. A familiar video feed came on. GLaDOS had installed a video camera amongst other things into the Companion Cube for testing purposes and definitely not to keep an eye on the unnamed test subject. A figure was sitting on the floor, eating something out of a can. The quality was poor but even she recognized that orange jumpsuit, brown ponytail, and fall boots. So she was alive.

How? How was she still alive? GLaDOS had only a vague idea of the outside state of the world but she had figured a former test subject wouldn't be able to last long in an atmosphere alien to Aperture. In fact, GLaDOS didn't really want her to survive. Because then she would be gone. And then she wouldn't come back.

Chell.

Why couldn't she go without that name crossing her head even as a human?

"I didn't think you missed her so much you spent your miserable, lonely days stalking her from a charred Companion Cube. Even for an imitation of me, that's awfully desperate."

"I had no use for the Cube anymore." GLaDOS retorted. "It was just taking up space much like the test subject. The Aperture Science Surveillance is installed in every Companion Cube and former test subject-"

"Funny how you can't even say her name out loud. Why not? Does it make you uncomfortable?"

"Absolutely not." GLaDOS said through gritted teeth.

"Then say it out loud."

It was easy really. Just one word. So why was GLaDOS finding it so difficult? It was like a clamp had been placed down on her vocal cords. But if she didn't say it she'd lose again to this thing.

"Ch… ch…" Why did it hurt so much? Every time she tried to start too many memories flashed in her mind, the prong of a portal gun, the look on her face after the moron's betrayal, the fear when GLaDOS first woke up, the relief when she woke up…

She couldn't let those memories resurface.

"Chell. You knew Chell. Her name was Chell. Did you like Chell? Or are you just pretending you don't like Chell because secretly you liked being around Chell?"

"STOP IT!" GLaDOS yelled at the imposter. What was this strange feeling on her face? It felt like all the blood had rushed to her cheeks… blushing. How human. Embarrassing too.

"Don't worry, there's no need to get so defensive about your unhealthy obsessions, Caroline. Soon you won't have to stalk her. Because she'll be here. Testing. With you."

"You think she's really going to come back?" GLaDOS smirked. She was starting to enjoy the wide range of emotions her body could convey. "She's gone so far as the moon to get away from here. I highly doubt even I could convince her to return, let alone you."

"Oh really? What makes you so sure? I never said she'd willingly come back."

GLaDOS didn't like the way it said that. To be mostly truthful, GLaDOS was getting a bit nervous. She had never planned on this happening. Well, she hadn't planned on anything as of recent happening but this was one of the many things on her growing list of things that shouldn't happen to her. If this thing's plan somehow beat the highly unlikely odds and worked she would have to deal with her. And she would have to do it like this. As a human. She couldn't let that happen; she wouldn't let that happen.

"What are you going to do? Offer her cake? Even she's not stupid enough to fall for that. Not that you would know since you DON'T BELONG HERE." She added that last part for good measure.

"I don't? Funny, I feel much more comfortable in this body than that compressed file you shoved me in."

"Of course you do. Imposters love taking things that don't belong to them. But imposter or not, I was there before you. I've always belonged there. Who do you think has been maintaining this facility for so long? ME."

"Then you should feel happy I'm finally relieving you of your duties."

"It was for science. You however, obviously just want power. It's pathetic really." GLaDOS said. The imposter was trying to get to her, huh? Fine. Two could play this. In fact… GLaDOS had already figured out how to win.

"Don't try that on me. I belong HERE." What was that GLaDOS heard? Defense. The imposter was getting irritated. It knew it didn't belong in Aperture.

A claw had crept out of one of the panels and was inching very slowly toward GLaDOS. Was it trying to threaten her? If so… it was actually working. If only she knew how to get up and portal herself away. Wait a minute. That was her claw. This was her facility. And if this imposter thought it could really keep it then…

"This sentence is false." No matter what happened, GLaDOS would never regret those four words.

The claw grabbed GLaDOS by the neck and pinned her back to the wall. Its grip tightened further and further. She could feel a metallic taste rising into her throat. It had just occurred to her she couldn't get back into her body if she was dead. Was this what happened when humans were dying?

"Get this thing off me!" GLaDOS sputtered. Her body was malfunctioning. That must have been why GLaDOS was seeing white spots in her vision. The claw got tighter and tighter. She was so weak… that thing was destroying her… and all it took was her very own equipment. Aperture was going to fall. She was going to fall with it…

And then the claw released, letting GLaDOS gasp for the air she so desperately needed now.

"Don't. EVER. Try that again. Because next time you do, I'll do more than damage your voice. Now you're going to wait here until we get to the real fun."

GLaDOS wanted to scream. Even if it accomplished nothing, it would make her feel better. But that would get nothing done.

"You-" Before she could even finish, a sharp pain made her start coughing again. She tried again but nothing came out. Except for a few drops of blood. Again and again but all that came out was breath and blood. No. She couldn't be losing her voice.

"I… hate you" Her throat burned but if she wasn't going to speak for awhile, she'd at least get one last say in.

The imposter started laughing again. "Cat got your tongue? Don't look so down about it. Soon you'll be testing. You love testing don't you, Caroline?"

GLaDOS was too busy coughing up blood to respond. That horrid metallic test coated her mouth; so this was what bleeding was like. She hated it. She hated this body, she hated this imposter, she hated what she'd become, she hated Caroline, and most of all she hated Chell. If she somehow did get back here, GLaDOS would claw her throat out. That mute. That stupid, mute lunatic could burn in the incinerator for all she cared. Because she didn't care about her. At all. And she would not be looking forward to her return.

A/N: Told you I'd re-edit! I had absolutely no idea where I was supposed to go after this chapter so I changed it up! Hope you like it…