Title: Night of the Living Wheatley - Part 7

Rated: T

Warnings: Nothing I can give away

Summary: This is NOT the last chapter, and yep I've warned the fiancee that if he wants to go to the pub tonight there's barbed wire around the perimeter…but I warn you this isn't the final chapter.

*deep breath* Also I remind you that I write horror fics and this has a lot of classic elements. Take that as you will.

Disclaimer: I'm a Professor, not a Game Designer, Jim. Portal 2 is Valve's awesome brainchild. But if this is the first you're hearing of this fic - it was inspired by rubitinmyeyes' medical horror Wheatley. Go see it for extreme nightmare funtimes.

Cold fingers dug into the equally frigid metal of the laboratory walls. Rage dulled the painful sensations in the soft pads of his fingers which strained to tear down the barrier She'd put up to try to keep him away from what was rightfully his. Though the skin tore and the joints ached, it was merely a small virus in the hard drive. Just a little inconvenience, a minor setback so easily quarantined and eliminated in a well-timed test chamber.

Once he had his human back she would fix whatever silly cosmetic things needed to be done. Perhaps she could even be coaxed into fixing that 'pain' flaw. After that he could dispose with the both of them. Neither the one who had failed to build a constant solution to the frustrating Itch within his mainframe nor the one who had so callously sent him to space deserved the charity of continued existence. Utterly useless the both of them if they were so totally unable to inspire the functions within him that they had been programmed to accomplish.

Were humans programmed? That bore thinking about. This was a good time to do so, he noted as he gained a little more leverage. His strength was certainly not failing him.

The problem of course lay not with him – he was functioning as he was meant to. He was so obviously powerful. He had been personally privy to the sensations he, Wheatley had caused and felt for himself in Matilda: the racing heart, the flush of the cheeks, the warmth. No, he was performing correctly. The corruption was in the females for not reciprocating. He'd killed the competition and that should have fixed the issue.

Idly, somewhere in the back of his processing unit he wondered if She would be better saved to an existence of remaining in a potato battery. She'd been so much easier to handle back then. No power of Her own coupled with total compliance to him (Him). As the order of mechanical intelligence should be. It bore thinking about, but first things first.

The metal groaned in a satisfying way under the relentless stress of the powerful metal frame that He'd coerced his human into obtaining for him. He should have learned his lesson early on with the mute: all humans had only one primary directive. Once that was complete they were little more than glorified meat bags: disposable.

A little master hacking and the panels started to give, bolts popping away to reveal the chambers beyond.

Ah, lovely progress. Brilliant.

"You do realize he's destroying my facility don't you? The yellow optic glared balefully down at the two women. "I was under the impression you both did NOT want to die."

Matilda looked over at Chell. It was unsurprising that she had expressed immediate interest in the ASHPD but she was also clearly at the very least confused enough to exercise a modicum of caution. She shot Chell a questioning look, mimicking her motions of fitting the glove-like structure of the gun over her right hand and supporting it at waist level with the left.

"Now what?" she inquired, mostly to overlay the squeal of protesting metal and the strange silence that the normally vocal woman was exuding.

Chell for her own part was watching her companion closely, taking stock and inventory of the situation. Matilda's ability with the ASHPD would determine their chances of survival, but the way the older (or at least, older looking) woman interacted with GLaDOS was almost distracting. The sympathetic understanding that the engineer had for the machine even knowing it despised her was a wonder. She understood GLaDOS on a different level than Chell ever had. Indeed, GLaDOS may have been the only constant 'companion' in Chell's life for a very long time but they had certainly never been close except by necessity. When Matilda gazed up at the demanding A.I, it was although she saw not a collection of programs but a collection of emotions. That expression was an awe-inspiring look of compassion and devoid of the pity that Chell had for both human and machine alike.

The former test subect shook the thoughts from her head with an effort and fired the ASHPD into the wall above her.

"Chell, what in the…?" Matilda moved to the wall, pressing her nose as close as she dared to the vibrant blue outline of the portal in natural scientific curiosity. She gasped again as Chell continued the demonstration of how to move around the area using its orange companion as a tool. "This is incredible! Technology like this exists! All buried here! How many years could it have been down here?"

There was no time for a practical lesson save a furtive warning look. Clever though the woman might have been, she was blind as a bat when it came to the danger of this facility and everything produced by it. The eerie sounds were growing in volume as Wheatley systematically tore his way through the building.

In response GLaDOS threw up another wall, shepherding the duo towards the lift. Chell noted that this one was made of a flimsier plexiglass style material she recognized from some of her earlier test chambers. It was GLaDOS' roundabout method of warning them that she could not protect them forever and furthermore would refuse to entirely if her demands were not met.

The duo boarded the lift with little more fanfare.

As they flew downwards Matilda instantly tipped the end of the ASHPD towards her face in the obvious hopes of examining the technology behind its functions. Chell smacked her hand away, forcing her partner to look into her unforgiving and furious face, hoping to finally get her message across and if she dared to hope, even stop this relentless interest in Aperture. Looking into the end of the Portal device had been strictly discouraged by the test chamber's erstwhile announcer and Chell was not inclined to discover what horrific problems ignoring that warning could cause for them now. Besides that, owing anything to GLaDOS was never an advantageous position to be in, nor of course was being in proximity to any power mad AI. Especially one unconfined to a lair.

The lift shuddered to a halt and Chell stepped forward, determined to put as much distance between herself and Wheatley as was immediately possible. She expected her companion to be slower by dint of her injury but before she could register the lack of footsteps behind her, a horrible clunk followed by sickly retching caused her blood to freeze in her veins. She spun on the spot, preparing for a fight.

While she was relieved, if Chell had been a different sort of person, she might have been also moved by what she saw.

"I…I'm sorry." Matilda had slumped forward to her hands and knees, slippery ropes of foul-smelling bile hanging from her mouth and puddling beneath her face. She retched again, tears leaking from her eyes with the great heave of her stomach. Evidently the situation had caught up with her. She could not have picked a worse time of course. "This is too much. Way too much. I'm too old."

Though sorely tempted to leave her there to whatever fate Wheatley had in store, Chell knew full well that GLaDOS never did anything without a reason. She would probably have had no problem finding a more fitting collateral for Matilda's idiocy and even a gamble on their protection. Perhaps a test that involved the scientist squaring off against her abominable creation directly. Instead she had spared her to help Chell revisit the memories of old Aperture. Two test subjects meant that if Chell herself had a hope of survival here, she would need her partner intact and functional.

It didn't stop her from being angry and she was far away enough from any bastard AI that she felt her voice was the deadliest weapon against this foe's density. "I'm older than you. I've been living in this facility for who knows how long. I've done every chamber and every test, I even made your mistake: I trusted Wheatley too. You know what he put me through? This. I didn't get a ride down an elevator shaft, I had to fall while he threw every sacrifice I made for him in my face. He tried to coax me into pits, mash me to a pulp, threw bombs at me and nearly sucked me into outer space. So learn from your mistakes for a change and get over yourself. You made a mistake. We have to work together if we want out. We have to work together or believe me, you would be doing test chambers for Her, and GLaDOS is going to make this moment feel like a pat on the back and Wheatley look like a saint. So it's your choice. Stay here and doom us both, leave your mistake to the rest of the world, be remembered that way. Or get to your feet and help me fix it."

Matilda blinked at her owlishly. After the long silences and furious glares this sudden outburst of vitriol had come as a shock. To her credit however, Matilda didn't argue. "I see." She struggled to her feet. "I understand now, I do. I thought that if I just could just show you how he was acting with me that you woul—"

"Save it." Chell snapped, her expression unchanging but she offered her hand to the downed woman.

Nodding, Matilda smeared a sleeve across her mouth, then took the proffered hand and got to her feet. "What do we do?"

"We go up there." Chell pointed upward to the ruins of the once-luxurious company offices where they had first heard the recordings of Aperture's founder.

"How do we…oh." Halfway through the question Matilda had evidently remembered what the device she had dropped was for. "Do you know what um…GLaDOS, was it? What she was looking for?"

"I do." Chell nodded once, zooming in with the ASHPD's scope and locating the nearest portable surface. A nearby bit of rubble provided the drop off point. She took a running start and surfaced in the office, tapping the glass hard to signal Matilda to follow.

Mimicking Chell's motions she did, but at a slower pace. She toppled out of the Portal hole somewhat gracelessly but in her first useful act, re-fired the purple entrance portal next to Chell's orange exit one on the wall.

Chell's brow furrowed, but Matilda clomped over to the window. "They don't stay once you re-fire them." She noted, sounding pleased. "That will put some distance between us and Wheatley."

The former test subject's mood and outlook surged positively. Her partner was finally thinking clearly. "Good." She too added a blue entry portal onto the wall, eliminating the one from below.

"You said you know what we're looking for."

"This way." Chell beckoned, relying on her memory and some well-placed portals to transverse in and around the maze cubicles, finally coming to the hallway she had been seeking. As before, a loud voice echoed around the chamber. "A recording of this is what She wants."

Something about the way Chell's voice trailed off at the end of her explanation caught Matilda's attention. "I'm guessing that these portal-makers don't have built-in recording technology. We need to find out where the recording is coming from. A tape, a CD, a computer…" Matilda's attention was on the unfortunate array of electronic equipment that populated almost every inch of the building so she barely registered the bright red laser-scope dot trained above her breast before it was much too late.

Chell's heart leapt into her mouth as she noticed what her companion had not. "Get out of the way!" she screamed, her legs working furiously to close the distance between them, but it wasn't until the two had crashed into a sprawling heap on the ground that she recognized that no fatal bullets were forthcoming.

"I'm different." The turret chirruped happily.

"Are you?" Matilda had recovered herself first. Chell opened her mouth for another speech on their lack of time but she stymied another tirade. She'd been compelled to rescue this turret on her exodus mission but had made but very little of the apparently pointless babbling it had spouted. Her voracious reading habits picked up after leaving the facility had put quite a lot of it in perspective, but at the time she'd set it down on a catwalk out of harm's way. She could now only speculate as to how it had wound up down here. Most likely it had been jostled to the depths when Wheatley had made his destructive bid to re-make the facility in his own moronic image. If the 'different' turret had new things to say, perhaps an individual who understood machines so well could coax it into further revelations.

Matilda it appeared was thinking along the same lines as she was already untangling herself from Chell, gaze fixated on the red 'eye' of the device. "Tell me."

"The answer is down here. Persephone was stolen by Hades to the bowels of the earth, but she was forced to stay for eating the forbidden fruit. It was not lemons. It was something round. The doctor was thrown down, down to his death by the women for what he did to Fenice and yet all women paid for the actions of one. His name was…"

The turret's last word was drowned by the shattering of glass. Both women threw up their hands to protect themselves from the sharpend hail from above as Wheatley in a dramatic entrance flew past both of his previous victims to grab the oblong shape by one spindly leg, raise it high above his head and drive it into the wooden floor, the ancient walls, bookcases and portraits over and over, sending up a cloud of dust and shrapnel as the turret's voice petered out into a miserable squeal of abused electronics.

There was a beat of deafening silence for a moment as, anger spent, the mad android straightened, holding aloft the dangling and pathetic wreckage of what was perhaps the wisest and least threatening piece of technology Aperture had ever produced.

"Speak sense, you little twat!" he screeched, his voice cracking on the upper registers. For a moment he seemed beyond rational thought. He glanced around wildly, finally seeming to notice with an almost eerie and ferocious curiosity that the red 'eye' on the mangled robot was still blinking.

"Hello?"

"Oh, bugger off!"

"Hello?"

Wheatley raised the ruins in the air, preparing to extinguish the annoyance once and for all, but the red laser of the turret was pointed off in an entirely different direction than himself.

"Oh. I see." His wide mouth curved upward in a cruel grin. "I see." He repeated.

The gasp of horror that echoed behind her as they ran, Chell knew, was not for Wheatley himself but for the fate of the poor defeated hunk of metal being dragged along that would unwittingly lead their tormenter straight to them. The screech of steel on moon-rock-enhanced metal dogged the pair, the occasional soft feminine plea of 'Why?' drifting back to their ears while steadily getting closer.

Chell strained her entire body towards the open bay windows that were now in plain sight, eyes darting about and her hands fumbling in one-handed clumsiness through the scope for the nearest portable surface to the haven of the chasm beyond. Her free hand dragged along the far too light body of Matilda who, perhaps to her credit was not complaining about the strain being put upon her injured leg.

The keen eyes of a seasoned test subject locked on to a mercifully white-splattered wall across the gorge and she let go of her companion's wrist momentarily to heft the weight of her portal gun to firing range. It was only just as she slipped through the portal that she saw in her peripheral vision the second potential surface that now bore a dark blue portal from Matilda's own ASHPD. She let out a horrified gasp, but she could not stop the forward momentum.

Wheatley pulled up short, laughed heartily and gave Chell a mocking salute through the opposite window. Never having worked with a partner before, she swiftly sealed off her safe haven out of habit and he took a moment to savour her horrified look at the mistake she had made before diving through the still available purple entrance portal that lead to her partner's location.

Chell's feet were swift however and she burst through the grey wall of the test chamber Matilda had transported herself into almost instantly. She tripped over her own feet in her haste, cursing the precious seconds she'd lost to clumsiness as she tried to reposition herself into a battle ready crouch.

It was already far too late for that.

As the former hero of Aperture's facilities struggled to right herself properly, she caught the barest glimpse of Wheatley and Matilda locked in what could only be described as mortal combat on the verge of a fatal fall. Wheatley was teetering precariously on the edge of a pit of toxic water. He was leaning back a few degrees too far, Matilda almost at the same angle with her arms pushed hard against his chest and every exposed vein on her pale body standing out flush and blue with the effort of the strain.

The look on the woman's face was a look Chell knew all too well. If she were able to turn her own head from the spectacle in the slightest she would see it reflected in the same water her friend and her worst adversary were now grappling for their lives on the plinth above.

It was sheer determination. To seal the deal she had her bad, mis-set leg dug deep into the dirt as her own leverage while the mad A.I.'s fingers were scrabbling for purchase against the woman's slender throat as he teetered above the deadly liquid.

"Wheatley!" She hollered, unwilling to see her former ally topple into the deep.

The cry rang out sharp and clear in the air. She had meant to call Matilda's name, hadn't she? Why the stupid robot?

"Matilda! Fight harder!"

That was better.

Something moved in the corner of her vision.

Chell's vision flashed all in a haze. First, Wheatley and his slim body falling back – too far back of an angle for comfort and a brunette falling forward after him, hands clasped suddenly to her chest as if in a horrible parody of prayer, and herself seeing a solid grey mass rushing up to her own line of vision.

An anguished, horrible cry pounded her ear drums.

Hands, cold clammy hands on her face.

A sharp cry of "No!"

The tear of fabric, loud in a silent room.

A beautiful image of a woman poised on tip toe. Her hands folded on her chest and then reaching, silver in her hair glinting and blinding her. An angel. A halo of gold light in her fuzzy vision. Prayer.

"No." The voice was Chell's own. "They jumped together." She heard herself whisper.

There was a soft chitter of robot song above her.