**All characters belong to Valve in some way, shape, or form.**

The test subject took a step into the room, the amber lights playing over her body. Her movements were smooth, but Wheatley could see the tenseness in her muscles and knew she was ready to strike the littlest provocation. Wheatley slid back and forth on the wall, hoping for an opportunity to slip past her, but the test subject adjusted her position in time with his. The room was too narrow to dodge around her without getting in range of that pen, anyway – Wheatley felt a bit ridiculous for being scared of generic office supplies, but then again, he'd seen what she could do with them.

Some deranged instinct screamed at him to soil himself and pass out in the vain hope that he would be too pitiful to kill. Wheatley refused; if he was going to die, he wanted to face it with dry trousers, thank you very much.

He also wanted to face it with a straight spine and a steady voice, but he wasn't a bloody miracle worker.

"O-oh! Um, h-h-hallo, m-miss! What a, um, surprise to see you here! H-how are you?" he asked, pulling his lips back into what he hoped looked more like grin than a grimace. His eyes darted between her face and the pen in her hand, his heart hammering in his chest hard enough to potentially crack a rib. I'm going to die. I really mean it this time; I'm seriously about to die.

She took another step in his direction, and Wheatley fought to push himself through the concrete behind him. The test subject paused, giving him a slow blink. Her half-lidded eyes and coy smile showed she was enjoying every second of his panicked reaction – she was drawing this out on purpose, just to watch him squirm. "Dr. Wheatley. I'm glad you're alright," she said, her voice low and sultry.

There wasn't enough room in Wheatley for his confusion and fear both, and for a moment confusion was stronger. "You are?"

"Of course," the test subject said, taking another step. "I promised you I'd kill you if I ever got free. And I never lie."

Horror regained the upper hand. "Yes, you do!" Wheatley blurted.

The test subject's seductive mask slipped for a second, revealing the furious insanity underneath. A despairing groan slipped out of Wheatley. Oh, God, why did I bloody say that?! How did I think saying that would help anything?! "I-I should warn you that I'm bloody v-vicious when I'm backed into a corner!" he stammered. Her eyes narrowed. That is not helping, either!

Getting herself back under control, the test subject resumed smiling as she took another step, but anger still burned in her eyes. "Any last words, Dr. Wheatley?" she asked.

"Loads, actually," Wheatley answered, "Namely, is violence really the answer in this situation? I mean, if you stop to think about it for a second, you'll realize we both have much bigger problems on our hands than who wants to kill whom."

Another step. "Such as...?"

It was too much to hope that talking would be able to get him out of this situation, but he had to try. "Well, um, I mean, we're both captives of an insane AI. Um, instead of, you know, fighting against each other, w-we could... ah, i-if you're, um, up for it... you know, don't want to pressure you; entirely your decision, but, um, why don't we, ah, j-join forces?" Wheatley said, giving a hesitant laugh.

Another step. The test subject was halfway to him now, and the closer she got the more Wheatley became aware of exactly how small this room was. His quivering knees threatened to give out on him, and he backed to the corner and used the desk to prop himself up so he wouldn't slide to the floor.

"And why would I need your assistance, Dr. Wheatley?" the test subject asked, her words dripping with amusement.

That's actually a very good question. Wheatley cleared his throat, thinking fast. "W-well, I mean, two's better than one, hey? I mean, yeah, you escaped the testing tracks ages ago, but you're still stuck here in Aperture, right? I could get you out!"

The test subject chuckled as she stepped forward, but the quality of the noise made Wheatley sure he would not enjoy the joke. "Actually, I could feasibly get out of here at any time. I just wanted to kill you, first. So, really, you being alive is just holding me back."

Oh God oh God oh God oh God oh God! A pathetic giggle crawled out of him, though Wheatley had no idea what he was laughing at. "W-well, yeah, th-that's one way to... one way to look at it, sure," he babbled. "Um, other ways... other ways include, maybe, uh, u-utilizing each other's inherent skills to, ah, streamline the process. Double our chances of, ah, n-never going back to the testing track again.

There were no longer any pauses in between the test subject's steps, though she still moved at a deliberate pace. "What, don't you like testing?" she asked, an undercurrent of something dangerous in her voice.

Wheatley completely missed the subtleties of the question. "W-well, to be frank, the AI here is bloody mental, and keeps trying to kill me via testing apparatus," he said. He ran his hand over the blood spot on his belly, now dried to a crusted brown. "You would not believe the things she's done to me so far."

The test subject's face hardened, but Wheatley failed to catch that, as well. "Oh, I think I would," she murmured.

With a final step that brought her into arm's reach, she extended her hand to him. Wheatley tried to scream, but the only sound that came out was a humiliating squeak. As his knees abandoned him, he was happy he'd had the foresight to move against the desk – had he not, he would have fallen arse-over-elbows onto the floor.

Confusion made a triumphant comeback as the test subject didn't try to tear his throat out, but instead rested her hand on his chest in what was almost a gentle manner. Wheatley flinched away, but the test subject's hand followed him, ghosting her fingers over his collarbone. When he tried to move again, leaning back until his head touched the monitor behind him, she flexed her hand in a silent warning, digging her nails lightly into his skin. Bewildered and scared, Wheatley obediently stilled – he couldn't stop his trembling, but other than that he did his best imitation of a statue.

A tall and lanky statue shoved into an awkward backward-bent position, but a statue nonetheless.

"You woke up in a strange room. You don't know how you got there, but you know that's not where you went to sleep. It's not where you're supposed to be or where you want to be," the test subject murmured, tilting her head this way and that as she watched her hand resume its exploration. "You're forced to do everything someone else wants you to do. They never stop – there's always one more injection, one more person they want you to meet, one more question. They don't care if you're tired or scared or hungry. You're just a self-propelled testing element."

Wheatley's mouth hung open in surprise. What is she...?

"You went along with it at first until you realized what it really meant. Until you realized everything they were going to take from you. Then you fought and kicked and bit and screamed, but they didn't care. They did what they wanted anyway."

His eyebrows nearly shot off his forehead as Wheatley managed to look past himself and realize who the test subject was really talking about. Oh... oh.

Clearing his throat, he opened his mouth to speak. Caroline's eyes snapped up to meet his, and Wheatley was now aware that his contribution to the conversation was both unnecessary and unwanted. When she saw he'd gotten the message, Caroline smiled. Wheatley had the errant thought that she was actually sort of pretty, if you ignored the ravening dementia. And the bloodstains. "Everyone treated me like a machine. Poke here, get a result there. No one remembered I was a person. I felt so helpless, so powerless... except with you."

The smile twisted, driving away any touches of humanity and becoming something that chilled Wheatley to his very bones. "You're scared of me. Of me, not test subject fourteen-ninety-eight."

The hand on his chest began drawing playful patterns across the dirty fabric of his shirt. "I like that," Caroline said in a low voice, staring up at him through her lashes as she trailed the pen up and down the top of his thigh.

Terror once again reigned supreme, and Wheatley found that he was more frightened now than when he thought she just wanted to kill him. This is not funny, God! Not bloody funny at all!

In the normal scheme of things, Wheatley's mental dexterity in reaction to new situations was phenomenal. His decisions may not have been the best possible, true, but he conceived and acted on them without hesitation. Now, however, he found himself paralyzed: a thousand responses flooded his brain at once, and his muscles began to twitch as courses of action were decided upon then summarily abandoned the very next instant.

The hand on his chest paused as it hit the bump formed by the thumb drive underneath Wheatley's shirt. Caroline frowned at it, running one finger along its outline. Wheatley found he still had some room left for dread and a tiny spark of stubbornness: he did not want Caroline touching ChellDOS. She started to pull the thumb drive out, and without thinking Wheatley's hand shot up to grab her wrist and force it away. Caroline's eyes blazed with fury, and Wheatley had to admit this had been precisely the wrong thing to do.

Caroline reared with a feral screech, slashing her hand across his face – if Wheatley hadn't strapped his glasses to his head, he'd have lost them. As it was, the four hot lines seared across his cheek and he jerked his head back out of her reach. At the same time, she gouged the pen into his thigh as she drew it back and raised it high over her head, preparing to plunge it into him. Letting out a wild cry of his own, Wheatley instinctively caught her other wrist and surged forward, pushing her hands away from him. He yelped as Caroline shoved her foot in between his ankles, tripping him up. They both tumbled to the floor, Caroline twisting their bodies so that not only was it Wheatley's back that slammed into the opposite desk on the way down but his shoulders that landed on the tile floor.

His spine arched in pain. Wheatley nearly died then and there as Caroline took advantage of his distraction, straddling him and driving the pen towards his throat. Wheatley remembered at the last second where he was and grappled her, panicked whimpers coming out of him as he frantically tried to keep the pen away.

Though he was much larger than her, he was in a poor position, and Caroline's life as a test subject had hardened her muscles until they had the consistency of wood. The point of the pen inched inexorably towards his jugular, and in her pitiless yellow eyes Wheatley saw his own death.

In an act of desperation, Wheatley bunched his legs with his feet as close to his buttocks as he could, then thrust his hips into the air with every last drop of strength he could squeeze out of his muscles.

Caught off-guard by the sudden buck, Caroline pitched forward, her head hitting the edge of the desk with a sharp crack. She reeled back, dazed, and Wheatley took advantage of the moment to heave her off him. As she sprawled across the floor, Wheatley rolled onto his stomach and began scrambling towards the door.

He shrieked as Caroline's hand wrapped around his ankle, and with a violent tug she jerked his leg out from under him. Wheatley's breath whooshed out of him as he hit the floor, his chin connecting with the tiles hard enough to snap his teeth closed over his tongue. A coppery taste exploded in his mouth, and Wheatley spat out the blood. Looking over his shoulder, Wheatley's eyes widened as he saw the curtain of fresh crimson obscuring half Caroline's face, pouring from a gash in her scalp. He rolled onto his back so he could grab her if she tried to stab him again. Due more to luck than skill, Wheatley's foot caught Caroline across the jaw, snapping her head to the side.

They both froze, equally shocked. With deliberate slowness, Caroline swung her head back to stare him in the eyes. Wheatley gulped as he saw a flash of heat in her gaze – something that was not anger; not anger at all – and her tongue flicked out to lap the blood from her cut lip in a sensuous motion.

There were no words to accurately describe the mixture of fear, disgust, and something else he didn't want to identify curdling in Wheatley's gut.

Pwhip! Pwhip! Somewhere down the hall, a door slammed.

Caroline and Wheatley's expressions mirrored each other as their eyes widened in surprise.

Two portals – a red one under Wheatley and a purple one under Caroline – opened with a pair of simultaneous pwhops! As they fell through their respective openings, Caroline refused to let go of Wheatley's leg, and he yelled in pain as his knee was wrenched in a direction it wasn't meant to go. He heard Caroline's answering shout as the same thing happened to her arm. For a second, Wheatley dangled from the ceiling of the hallway just outside the terminal center, and he shut his eyes to avoid seeing his leg and Caroline's arm on the floor inside. Then Caroline's fingers slipped from his ankle and he crashed to the ground, twisting at the last second to avoid landing on his head – instead, he landed on his bad shoulder, the bright lights stabbing at his eyes after being in the dark terminal center.

He didn't care. He reveled in the pain, because it meant he was alive. Caroline hadn't killed him! He wasn't dead! Yeah, sure, his myriad of injuries were all protesting at the same time, and a superficial part of him may have felt that death might be a better alternative to how much he hurt, but he was alive!

A muffled shriek and a loud bang made Wheatley jump, and he pushed himself into a sitting position, preparing to leg it if necessary. A door down the hall shuddered as something pounded it from the other side, and Wheatley's mind connected the chain of events – a glance at the purple portal revealed Caroline standing far beneath it, alternating between trying to jump for it and banging on the door to the empty room she was in. Looking behind him, he spotted two androids staring back with an expectant curiosity, strange chittering noises issuing from them – one high and light, the other low and deep.

The one with the orange optic that reminded Wheatley of a turret was tall and slender, its pronounced hips and long, graceful legs giving a distinct impression of femininity. In marked contrast, the one with the blue optic – Wheatley recognized it as the same one that had crashed into the hard light bridge in front of him, somehow alive and not falling anymore – was squat and blocky despite its spherical core. Its heavyset shoulders and thick legs convinced Wheatley it was designed to be masculine. Both were a mixture of smooth white plastic and bare machinery, their aesthetic chunky yet flowing at the same time. They stood side-by-side, portal guns at the ready as they blocked the hallway with their bulk.

Straightening, Wheatley spat more blood on the ground, then looked up at the ceiling. "It bloody took you long enough! She almost killed me, you know!" he snapped, drawing the back of his hand across his mouth.

"From what I heard, that was her secondary objective."

Wheatley shivered. "That's not funny," he said. He ran his hand over his face and checked his fingers; there was no blood.

"No, it's not. She really must be crazy if she's got thoughts like that about you."

He ran both hands over his hair, nausea twisting in his stomach. "Can we not talk about it, please?" he asked, failing to keep the pleading note out of his voice.

"You're right. We have to get you both back to testing."

Wheatley stiffened as Caroline let out a howl of fury from her makeshift cell, and it occurred to him that GLaDOS' intervention may not have been entirely benevolent. Keeping his movements casual, he turned to look over his shoulder at the androids again. They hadn't moved, and were still staring at him with that same look. He looked them up and down as he appraised their construction, then gave them a shaky smile and received a pair of cheerful thumbs-up in response. Wheatley turned back around, his thoughts whirling.

"Don't bother trying to escape. For one thing, I've seen the extent of your athleticism – you don't have a chance at outrunning these two. I trained them specifically to be killing machines, and they've faced bigger threats than you can imagine. For another thing, if you do try and run, I'll just have them open the door and let her out. Then the testing tracks would actually be the safest option for you."

He glanced up. "After all the effort you just went through to capture her? You expect me to believe you'd turn around and set her free? How d'you figure on getting her back again after I'm dead, then?" he demanded.

There was a slight hesitation before GLaDOS replied. "Honestly, I'm still not used to you being capable of logic. It amazes me every time. Like a giraffe doing calculus."

Wheatley's eyes hooded in irritation. "Funny. Very funny," he said, drawing the words out to fully convey his sarcasm. "Don't think I haven't noticed you didn't answer the question."

"That's my problem to worry about. Your problem is whether you want to die a clean death in the test chambers or be brutally hacked to pieces here."

He didn't respond right away. Picking himself up from the floor, Wheatley took his time dusting himself off and straightening his clothing and hair, surreptitiously checking to make sure the thumb drive was still secure around his neck. When he couldn't find anything else to procrastinate with, he performed an amateurish about-face, his posture resolute. "Let's do this, then," he said firmly.

"That's the spirit. Now, just – "

Wheatley lunged at the androids, grabbing their cores. Just as he'd thought, their bodies been constructed in a basket fashion to seat the cores in – there was absolutely nothing connecting the "heads" to the bodies except the pressure from the frame. They let out odd noises of irritation and dismay as he plucked the cores from their casings, and before the droids could do anything Wheatley chucked them as hard as he could down the hallway. As the android got tangled in each other's limbs trying to turn after them, Wheatley spun and ran for his life – which, given the recent abuse of his knee and the limp it forced on him in return, wasn't as anywhere near as fast as he'd like.

"What was that? What's happening? What are you doing?!"

"I have no bloody idea!" Wheatley called back. He passed by the door Caroline was trapped behind, a small window offering a brief glimpse of her livid face as he darted past. A shudder wracked him.

"Are you running? You're running, aren't you? Stop! I'll... I'll let her out! I will!"

Skidding around a corner, Wheatley flung out his hand to catch himself as he lost his footing, crying out as agony flared from his bad leg, but he was quickly up and running again. "I'm going to die anyway, remember?! At least this way, I've got a shot!" he retorted. "Besides, you let her out, and after she's done with me she'll come for you!"

"Blue! Orange! What are you two idiots doing?! Go get him!"

Adrenaline flooded him, and Wheatley couldn't help a savage grin. "You should have known better than to send robots against a bloody technician!" he exulted.

"I figured your stupidity would cancel that out!"

"I HAVE A BLOODY DOCTORATE!"

"YOU'RE STILL A MORON!"

"THAT'S DOCTOR MORON TO YOU!"

The absurdity of the statement hit him moments after he'd said it, and he couldn't help but crack up. His half-mad cackling echoed off the walls as he lost himself in the maze of hallways.


The office was dark and quiet, the gentle hum of computers masking his breathing. Wheatley pressed himself against the wall, focusing intently on the door next to him that led out to the hall. He hesitated, then reached over and locked the door – Oh, how the tables have turned!

... What does that even mean? What if it's a round table? Turning it would be bloody useless, if that were the case.

Wheatley couldn't be sure how long it'd been since he'd given GLaDOS the slip – until finding this office to hide in, the only thing he'd been able to think about was continuing to put one foot in front of the other.

He'd gotten lost almost as soon as he'd left the orientation facility. Some parts of this Aperture mirrored its counterpart in his universe down to the thumbtacks in the cork message boards, while others couldn't have been more disparate if the designers had been trying.

In this particular section, the lack of other humans was shockingly apparent. Everything felt so... rundown and empty. The floors were pocked and dingy, half the lights were malfunctioning in some way, and everything looked grey and neglected. There was an odd rail attached to the ceiling, and on a whim Wheatley began following it – it had to lead somewhere, right? Wheatley guessed he was in some kind of research and development department; several rooms he'd passed had PowerPoint presentations illustrating Aperture's losing battle with Black Mesa.

At first he was surprised that Black Mesa existed in this universe as well, though after a moment's thought had to admit it made sense. He'd wondered if they were just as psychotic and reckless as this version of Aperture. Probably not – the probability of both companies suffering a horrible catastrophe that wiped out almost the entirety of their staff was astronomical.

Another thing he discovered was that GLaDOS' broadcasts came through every speaker when she wanted them to. Since his escape, Wheatley had been treated to a healthy dose of the AI's hateful vituperation. Wheatley was surprised to find how easy it was to ignore her now that he was out from under her thumb.

Besides, Wheatley had been made fun of all his life. His height was the usual target, but his lanky frame, looks, glasses, and regrettable lack of success with the opposite gender also came under attack. (Given recent events, Wheatley was beginning to reconsider if that last was really such a flaw.) Over the years, he had become something of a connoisseur of insults. While GLaDOS had an impressive ability to twist the same joke into new and different shapes, after a while the subject became stale. Yes, I get it, you think I'm a moron. Next?

While he'd been exploring, he'd come across some useful treasures, chief among which had been a first aid kit. Wheatley had been honestly shocked when he'd found it – having one was something sensible companies did, and there was something strange about equating "sensible" with "this Aperture Science." Even more baffling was that it was actually filled with useful things – he'd been half-afraid he'd open it to find nothing but a hammer and three jelly babies or something. He'd never been happier to see ibuprofen before in his life. He was also able to finally give the cut on his hand some attention and wrap an actual bandage around it, shoving his soiled tie in his pocket, as well as treat the burn on his bicep by slathering antibiotic ointment on it before haphazardly wrapping it. Taking his work shirt off had been painful enough; putting it back on seemed an exercise in torture, so Wheatley just tied it around his waist. His sleeveless undershirt was grimy and had a distinct odor about it from being in such close contact with all the sweating he'd been doing, but it was better than nothing.

Taking whatever he could fit in his pockets (Wheatley was pessimistic about his chances of avoiding further injury), Wheatley had abandoned the kit and continued on his way. GLaDOS' semi-constant monologue was so pervasive that Wheatley had almost missed hearing someone else speaking from around a corner – it was only during a pause as she thought up more insults that the voice could be heard. He couldn't make out what was being said, but the fact that there was someone nearby was enough to send Wheatley diving for the nearest door – who knew what other forces GLaDOS had at her disposal?

So now he waited. He could hear the voice getting closer; a muted stream of constant noise. Wheatley swallowed and wiped the back of his hand across his forehead. Some deranged impulse gave him the urge to try and attack the intruder, but the less idiotic side of his brain pointed out he'd never had good luck where physical altercations were concerned.

No, he would just wait until they'd passed. No need to give away his position. The voice was getting louder, and Wheatley tensed as whoever it was got close enough that he could make out their words –

"Duh-duh-duh, DUN! D-duhn dun-dun-dun, DUN DUN! DUN! Duh-nuh-duh-dun, dun, dun, dunna-dunna-dunna-DUN!"

"RICK?!" Wheatley barked before he could think to stop himself.

"Huh? What?! Who's there?! Come on out! If you do so immediately with your hands in the air, I'll try and keep these guns under control! No promises, though – these things are locked, cocked, and ready to fire!"

Wheatley began laughing with relief, fighting the doorknob as he struggled to open it. "I don't believe it, mate! How'd you get here?! I thought you were – that you'd – well, nevermind! Oh, man alive! You have no idea how good it is to hear your voice – you won't believe what's happened to me since I got here!" he cried. "Damn it, why won't this – oh, right, I locked it. Hang on, I've got it – "

He flung the door open, and in an instant his jubilation turned to ash.

The first thing that struck him was the vivid green optic, its pixellated iris intent. Following immediately on that thought's heels was how animated the thing was – every part had been constructed to assist in showing emotion.

After a moment of shock, Wheatley's professional interest drove him to study the construct. It was an off-white sphere, constructed of at least three separate layers: the central core that the moveable optic was attached to, and an inner and outer shell, like a globular gimbal. The plates forming these shells twitched and jerked in a hundred subtle movements as the thing inspected him right back. Two handles jutted out of its carapace, one above and one below the emerald optic, and were just as moveable as everything else on the thing. Attached to the back of it was what appeared to be a retrofitted multitasking arm, allowing it to travel along the same rail Wheatley had been following.

"What the bloody hell are you?" Wheatley said, his voice soft with wonder.

The thing made a show of flexing itself, and Wheatley marveled at how easily it conveyed arrogance. "Don't blame you for being impressed – what you're looking at is a work of art," it said loftily. Its lower optic shell half-covered the iris in a masterfully communicated look of condescension. "Name's Rick: Adventure Core! I was hand-selected by the big boss lady to patrol this area, looking for some guy who'd escaped the testing tracks. You seen him, Ginger?"

"Man alive, you sound just bloody like him! Terminology and everything!" Wheatley exclaimed. Ignoring the thing's protestations, he grabbed the handles and began turning the thing this way and that. "Is it a microphone? Are you talking to me from some sort of broadcast room? No, no – that's ridiculous. There'd be too much interference from friction and static of the multitasking arm; there's no insulation, no grounding or wicking, but your voice is clear as a bell! And the expressiveness – wow, I can tell just by looking at you that you're annoyed with me! The artificial intelligence on you is bloody amazing! Man alive, you're like a miniature GLaDOS!"

His breath caught in his throat, and he almost squealed with excitement. "You're a personality core!" he gushed, "You're a bloody personality core! That's what you are! Look at you! Oh, man alive, do you have any idea the how finely-tuned your motors are to narrow your optic at me like that?! Or how delicate your servomechanisms have to be just to twitch – bloody hell, you twitch! Not to mention how complex your programming's got to be just for you to get irritated with me in the first place! You're capable of independent thought; of understanding and carrying out orders! Just look at you! You're a bloody miracle of science and technology! Bloody hell, if you lot had spent less time trying to sell babysitting turrets and more time marketing you, Black Mesa wouldn't have stood a bloody chance!"

"Get your grubby hands off my handles! I'm warning you, I've met your type before, and I kick-punched that guy right into space!" the core hollered, trying desperately to shake loose from Wheatley's grip.

Wheatley paused. "'My type?' What, ginger?" he asked.

"No! English! Now let – go!" the thing snapped, jerking its handles free. It retreated out of arm's reach, giving Wheatley a dirty look. "You're lucky, buddy. I almost lost control there. It wouldn't have been pretty if I had – I know all about pressure points," it said, twitching its handles as if brushing itself off. "Now, if you'll excuse me, I've got a job to do. Gotta go find...

"...find that..."

The handles stilled, and the optic plates widened while the iris contracted around the rectangular pupil. Alarm bells began ringing in Wheatley's head, and before the core could do anything he leapt forward, wrapped his arms around the thing and pulled as hard as he could. "OW! That's it, pal! You're going down to pain town!" the core bellowed.

The multitasking arm yanked away, dragging Wheatley off his feet. Curling his legs under him, Wheatley let out a yell as he was suddenly flying over the ground, clinging to the furious core. "Hey! Get off! Only women are allowed on the Rick ride!" it snapped, slowing as it tried to shake Wheatley off.

Their combined weight was too much for the rail. There was a slight groan, then both of them shouted in surprise as the core disconnected from the arm in a shower of sparks. Wheatley hit the ground hard and lost his grip on the core, which rolled away to bump against the wall with a grunt. The arm drooped, dangling limply from its track.

Wheatley was becoming more familiar than he cared to be with the feeling of having the breath knocked out of him. He coughed and wheezed, forcing himself upright. "Why... do I always... end up on... the bloody floor?!" he croaked.

"You better watch yourself, Ginger, because when I get my handles on you I'm gonna show you what happens to those who take on an Adventure Sphere!" the core blustered as it flailed the aforementioned handles. "Let me give you a little spoiler: It involves a whole lotta kick-punching!"

"I hear you, DR. Moron."

Wheatley froze as GLaDOS' voice came over the speakers. The core chuckled. "You're done for, now, buddy," it said, hooding its optic in smug satisfaction. Using its handle to roll itself on its back port, it began shouting at the ceiling. "I found him! He's here in the – "

Scrambling over his own legs, Wheatley latched on to one of the core's handles and swung it into the wall – he was surprised how heavy it was. It collided with a sharp pang and a yelp. "Why, you – !" it started, but Wheatley smacked it into the wall again.

"Where? Where are you?"

He didn't give the core a chance to reply, instead banging it preemptively into the wall again. "Keep your bloody mouth shut, or I'll reprogram you into thinking you're... that you're a... that you're something not cool," Wheatley growled.

"I'm not afraid of you!" the core retorted.

"Yeah? I'll hang bloody streamers off you, like those things you see on girl's bicycle handles. Put shiny stickers all over."

The core's iris shrank to a small point and its handles flared wide. "You wouldn't!" it gasped.

Quick to seize the advantage, Wheatley thrust his face close to the core's optic, his eyes narrowing to slits. "Kittens. And. Unicorns," he snarled, biting off the end of each word. There was something exhilarating about being the one doing the threatening for once.

Howling, the core writhed in his hands. "You can't do that! Do you have any idea how hard it is to get those things off?!" it cried, "My reputation as a badass would be ruined! You can't do awesome things like flying tiger kicks in front of an explosion if you've got Lisa Frank on your face!"

Wheatley straightened, arching a haughty eyebrow. "Well, if you cooperate, you can continue doing all those things sticker-free," he said coldly.

The core sagged with a defeated sigh. "Alright. You win... for now," it said, a bit of heat returning to its voice. "But you better watch your back, buddy. Nobody threatens Rick the Adventure Sphere and gets away with it."

It twisted to look at the ceiling. "Sorry, boss lady – he's got me by the short and curlies. There's nothing I can do," it lamented.

"What." It was more a statement than a question.

Wheatley smirked, tucking the core under his arm. "Once again – you sent a bloody robot after a technician! Did your magnetic tape get tangled with your rotary dials or something?! Should I get a pen to rewind you with?!" he gloated.

"... That's it. I'm turning on the neurotoxin."

"Yeah?" he challenged, "Tell me, if you kill yourself from another universe, is it still suicide?"

GLaDOS was quiet for a very long time. "I hate you so much."

Wheatley sniggered, doing a small dance. While doing so he caught sight of the core giving him a strange look. "What?" he asked, sobering.

"I might have to change my mind about you, Ginger," it replied with grudging respect. "Not only did you just mouth off to the biggest, baddest AI in the joint, but you even got me to agree not to karate chop you into next week (for now). That takes guts, kid. I like guts. Both the 'courage' thing and the real deal."

Wheatley brightened. "Really?" he asked.

The core nodded magnanimously. "Yeah. Don't start crying yet, though – still gonna have to kick your butt for the wall business," it said, its optic plates narrowing in a glare.

"Right," Wheatley said, flicking his eyes in a short roll. He transferred the core from one hand to the other, shaking out the now-empty one. The core was on the heavy side, and given his injuries he wasn't going to be able to carry it for too long at a time without some trouble. But he didn't want to leave it behind – not only could it be useful if he convinced it to help him, but he wasn't done examining it yet. He stared at the core, chewing on his lower lip in thought.

"I know that look," the core said, "so I'm just gonna go ahead and say it: I'm strictly a ladies' man. Sorry, buddy – I know it's unfair, given my raw animal magnetism, but that's just how things work."

Wheatley recoiled. "I – what? No, I'm not – why would you think...? No!" he spluttered, "I like the ladies just fine, too, thank you very much!"

"You've been making googly eyes at me since you saw me. You're not fooling anyone, Ginger," the core said. Wheatley scowled at it, then hit it against the wall again. "Ow! That's it: I've changed my mind about changing my mind! C'mon, let's go! You and me, mano e sphere-o! I'll tear you to pieces, you – "

Wheatley hit it again. "Ow! I'm gonna – "

"What you're going to do," Wheatley interjected, "is shut your bloody mouth before I decide a game of football is in order."

The core harrumphed. "You don't look like a quarterback," it noted.

Using his free hand to rub his temple, Wheatley let out a deep breath. "Right. Shut up," he said, "I've got to think."

"Why don't you think about what's going to happen to you when I – " Wheatley's arm was getting tired, so he just dropped the core on the ground. "OW!"

Wanting to take his weight off his bad leg, Wheatley placed his foot on the core and absently rolled it back and forth, ignoring the thing's outraged complaints. "Right. Think. Got to get a plan," he muttered to himself. "Wait, I already had a plan. What step was I on?

"Oh, right: Step Three. Only the worst one. Somehow I've got to get from 'proceed to escape' to 'arriving in the Central AI Core.' How, is the problem I'm currently confounded by. Loads of obstacles in my way. For one thing, I've no bloody idea where I'm going. Can't even look up a map, because any terminal I accessed would alert GLaDOS as to my location."

Wheatley rubbed his chin, grimacing as his fingers rasped over his stubble. "We really didn't think this through, did we? I mean, even in my Aperture. 'Oh, we've got this giant bloody robot that hates us. Let's use her as the host server for our LAN. Nothing could bloody go wrong with that,'" he mocked, "'What? Safeguards? Bollocks, we've got to finish this up already so we can get back to programming blocks to be sentient! We don't have time to be bloody rational! Taking two bloody seconds to hash out a secondary network in case our AI goes mental is – "

His train of thought came screeching to a halt, redirected, and charged ahead with so much force that Wheatley didn't have enough cerebral processing power left over to breathe. His eyes darted wildly as if he could actually see his thoughts, his mouth slowly falling open as realization dawned. The burning sensation in his lungs brought him out of his daze, and he noisily sucked in air.

"Of course! Of bloody course! Why didn't I think of it before?! Bloody – I tell people I'm not a bloody – then I forget something like – Augh!" he said, thumping the heel of his hand into his forehead several times.

"Ha! I'M the one that's s'posed to be hittin' ya, Ginger! Just as soon as you come down here and face me like a man!" the core sneered.

Wheatley bent to snatch it up, holding it to his face. "Room 44-44! Where is it?!" he demanded.

The core blinking in surprise. "What?"

"Room 44-44! Tell me where room 44-44 is!" Wheatley cried, shaking the thing in frustration.

"It's useless, pal!" the core shouted, its voice bouncing as it was jarred, "I'm not tellin' you nothin'! I may not give your location to the boss lady, but that's as far as I'm helping you! I don't take kindly to being forced to headbutt walls! I mean, I'd do it anyway, because I'm that tough, but being forced is something I don't hold with!"

His teeth would shatter if he clenched them any harder. "You bloody tell me right now or I'm going to see how realistically your simulation processes render pain!" Wheatley hissed through them, his voice pure acid.

"I don't care what you do to me; I'll never tell! Torture me all you want – red-hot pokers, cattle prods, stickers! I won't crack!" the core barked. "I don't need my good looks to impress the ladies – I've still got explosions!"

In less time than it took to blink Wheatley assessed the problem and formulated an idea, and he forced himself to relax. "Ladies, hey? You really do like women, don't you?" he said, trying to be as disarming as possible.

Optic narrowing, the core growled, "You doubtin' me?"

"Oh, no, mate! No, no, no!" Wheatley said, waving his hand in front of him placatingly. He ran a hand over his hair and gave the core a brilliant smile. "Listen. We got off on the wrong foot, hey? You trying to sell me out to GLaDOS, continually threatening me, insulting me... bit off-putting, as far as building a working relationship goes," he said, "But you seem like a decent enough fella. What do you say we start over again? Then maybe you can help me rescue a beautiful woman."

The core's interest was immediately apparent. "What woman?" it asked, audibly trying to remain suspicious.

Gotcha. Instead of answering, Wheatley lowered himself to the ground, careful to keep his weight off his knee. Setting the core next to him, he adjusted it until it was facing him and stretched his legs out in front of him. Only after he'd gotten comfortable did he speak.

"You'll like her, you will," Wheatley said, "Smart, brave, funny, caring, very fit... total package, mate."

"What's she look like?" the core pressed.

Wheatley grinned. "She's a thing of beauty, mate. Curves in all the right places," he said, tracing an hourglass figure in the air with his hands. "Optic the color of polished silver, alabaster casing, cables like spun ebon... Huge..." he cupped his hands in front of his chest in a lewd gesture, "chassis. Marvel of modern engineering, she is."

The core's optic had lost focus as it imagined the picture Wheatley had painted. It cleared its throat, shaking itself. "That sure does sound nice," he admitted. "She single?"

"Waiting for the perfect man. Told me about it once: she's into... ah, green... green's her favorite color," Wheatley said, trying not to let his mental scrambling show on his face; this was definitely a poor avenue for him to have gone down. He was better at twisting the truth than outright lying. "Someone who... appreciates her – " he panicked as the core rolled its optic, " – h-her, you know, explosions. That she causes. When she fires... guns. At other guns. While punching things. That are on fire."

"That's my kinda woman!" the core laughed, waving its handles as if trying to clap. "Alright, Ginger. You've sold me. I'll help ya out – what's the situation?"

There was a certain joy to be had in successfully manipulating others, and Wheatley indulged in it for a second. It felt good to be the boss for once, especially with this core. It wasn't a hard thing for Wheatley imagine it as actually being Rick, and pushing it around was a bit of a salve for his ego; passive-aggressive punishment for Wheatley always feeling inadequate when he'd been around the other man. Well, now you're a bloody robot. Who's the looker now, hey?

He opened his mouth to respond when GLaDOS came back over the speakers. "I thought I should let you know: the other test subject got loose. Can't imagine how that happened. I think she's coming after you right now. Promise me you'll scream really loud when she finds you, alright? I may not get video of your death like I wanted, but audio works just as well. Speaking of which, I've got some more voice recordings from your other self – I know you like hearing how pathetic you really are."

Wheatley went cold, everything but fear leeching from him. "Tell you what, mate. I'll explain on the way. Room 44-44 – I need to get there. Right now," he said, clambering to his feet.

"What's got your shorts in a twist?" the core asked.

Swallowing hard, Wheatley hefted the core off the ground. "That test subject GLaDOS just mentioned? Well, trust me when I say that staying away from her is the healthiest decision either of us could make," he said, trying to keep his voice from shaking. Flashbacks of the terminal center struck him, drawing a full-body shudder.

"Is that all?" the core scoffed, "If she's female, just let me at her – I'll have her eating out of my hand faster than you can say 'do not disturb.'" It waggled its upper handle suggestively. "I've a way with the ladies."

Wheatley gave it a flat look. "She once tore out a man's throat with her teeth. Not because there was anything keeping her from using her hands – she told us later she was running a test of her own to find out what death tasted like. The answer is 'pennies,' apparently," he said.

The core's iris shrank in fear. "You know, Ginger, I think it might be a good idea if we avoid running into this particular little lady – I refuse to hit a woman, and it sounds like she might be a handful for you," it said.

"So glad you agree," Wheatley said dryly. "Now, um, here's the plan: We're going to leg it to room 44-44 as fast as we can, and with any luck we'll get there without me losing an alarming quantity of blood and you becoming a modern art project. That being said... which way to room 44-44?" Wheatley asked.

The core hesitated, then gestured with its free handle down the hall. "That way, Ginger," it said.


**A/N: What happened? I started this chapter so strong, and ended with... that. Bah.

So Caroline is fucking creepy. Every time she shows up I edge closer to running out of excuses not to raise the rating. I was a little uncomfortable writing the scene between her and Wheatley – as a concept, it was interesting to explore why she reacts the way she does to him. Along the way, however, it got really dark and unsettling. Every time she's brought up, I keep re-reading what I wrote and think, "This bitch is crazy!"

Fun Fact: when I came up with the "what-does-death-taste-like" bit, I couldn't think of a good result. So just for funsies I Googled it. Turns out someone has legit asked that question on Yahoo!Answers. "Pennies" was the top answer, and it made me laugh so I threw it in.

Whellp, I said I was going to explore Wheatley's character, and that includes the bad parts. My own personal theory about the mainframe is that it doesn't just magically drive everything connected to it crazy. I believe it magnifies what's already there. So if you're a little angry you got uploaded against your will, you're boosted into a homicidal maniac. If you've got a persecution complex, you become psychotically paranoid. So on and so forth. Sure, it does mean that Wheatley isn't as good a guy as we all would like to believe, but it adds even more depth to an already complex character.

Also: Rick's back! I think I've mangled his character this time around, and for that I'm sorry. I still had so much fun writing him – I'm enamored of the word(s)/phrase "kick-punch," and though I try to use it as little as possible it sneaks in on its own every time I write as Rick. I kept giggling at the thought of Wheatley nerding out over him.

The more I write, the more excited I am about getting to the next chapter. This one was a bit difficult for me, because I didn't really have anything major planned. (That's probably why the second half isn't as good as the first.) But, now it's finished, and I can get on to the next one.

Work, work, work...

As always, thank you to everyone who's commented, favorited, and followed! I adore you all!**