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

Wheatley was surrounded by ghosts.

Not the paranormal kind – there were no besheeted apparitions wailing and rattling chains. There weren't any poltergeists moaning and disappearing into walls. No, these phantoms sprang from a more intimate source: Wheatley's memory.

Rick had successfully navigated them to the bowels of Aperture Science's robotics division, which happened to be one of the areas that mirrored Wheatley's universe. After some consideration, Wheatley decided he would have preferred if this were not the case. This had been his division – he'd roamed these halls almost every day for the past four years. If he ignored the rampant dilapidation, he could almost pretend he was back home. The thought wrenched his heart, and he had started occasionally sticking one hand in his pocket and clinging to his stained tie, which had now become a sort of security blanket. Wheatley knew he should be hurrying to find room 44-44; Caroline was prowling the halls somewhere, and GLaDOS' testing droids had doubtlessly reassembled themselves and had joined the hunt for him.

He couldn't help but explore a little bit, searching for any taste of humanity that would remind him he hadn't always been alone. Everything he did find only lowered his mood, but he couldn't stop. Wheatley had been able to successfully ignore the ramifications of GlaDOS' revelation about her murderous tendencies thus far, but here reality settled around him like a thick fog. Everyone was dead. There weren't any bodies – Wheatley refused to think of why this might be – but he was walking through a graveyard.

Though he knew intellectually that this was not his Aperture, and that this place had suffered a number of horrors who knew how many years ago, it still felt as if his home had decayed overnight.

Finding the lab Wheatley had been assigned to had been jarring – the layout was the same, with the shelf-lined walls walls penning in the heavy workbenches; but the projects were vastly dissimilar. Where schematics and computers had dominated the room in Wheatley's universe as they tried to discover how to coerce ChellDOS into behaving, here blueprints and diagrams for the portal device lay scattered over the tables, parts and pieces clogging every horizontal surface. Yet, despite the differences, here and there Wheatley would find some small thing that connected the two universes: "MAX WAS HERE," carved into the main table by some bored technician long ago; that mysterious stain on the ceiling no one could ever identify.

When Wheatley stumbled across the break room a little while later, he couldn't even bring himself to go inside. In his universe, no matter what time of day you chose to come to this room, there was always some sign of life: a tech lounging on the ratty sofa, mesmerized by whatever crap channel the telly managed to pick up, or heating some cheap meal in the microwave, or playing table football as loud as humanly possible. It had never been quiet in the break room.

Here, the only sounds came from Wheatley's mind as he compared what he was seeing to his flashbacks. A thick coat of dust blanketed every available surface, the telly was now only an empty shell, and the foosball table had rotted to the point of collapse ages ago. Wheatley didn't stay long; the stillness unnerved him too much.

They had to be getting close to room 44-44. Once beyond her network, GLaDOS' lack of influence became more and more apparent. Not only had they left behind the almost-constant harassment in the form of this-Wheatley quotations, plant life had invaded the walls and ceiling, and the floor tiles were cracked where they weren't missing altogether. There were more lights that were broken than ones that worked, and those that did had the tendency to flicker warningly. The overall effect made Wheatley feel as if he were exploring an ancient temple that had long since reclaimed by the jungle – if that jungle had been comprised of potato plants, anyway.

Wheatley tried to remain upbeat and positive as he traversed the hallways, but it was as if everything he saw conspired to drive the same point home: This is everything you have lost. You are never going home again. You are alone.

He might have gone mad if he'd been forced to do this by himself. Rick, however, had proven to be a valuable asset in more ways than one. "Alright, Ginger. Your turn," the core said.

As was his habit, Wheatley started to bite the tip of his tongue as he thought. The sharp stab of pain reminded him that it would be putting up with no such nonsense until it had healed. Instead, Wheatley began nibbling on his lower lip. "How did you lot sort out the problem-solving algorithms to avoid suffering combinatorial explosion?" he asked.

Rick blinked. "What?" it asked, then shook its optic as it tried to clear away its confusion. "Okay, 'explosion.' Got that part. Everythin' else was just, 'Nerd, nerd, nerd, I'm a huge freaking nerd.'"

Wheatley gave a thoughtful hum. "I guess that could explain part of it," he muttered to himself, "Contain field of inquiry to a specific set of parameters, so only qualifying information is processed. Would require a lot of bloody spheres to cover every avocation, though."

"Well, there you go," Rick said. "Now, for my question – "

Wheatley lifted his arm to glare at the core. It hadn't taken him long to figure out that holding Rick by its handles wasn't going to work – the core wasn't exactly a plastic cup, and its handles were constantly moving as it shifted expressions, which aggravated the gash on Wheatley's hand. Wheatley had finally removed his work shirt from around his waist and threaded it through Rick's handles. The knotted sleeves dug into his shoulder and were pulled tight around his chest from Rick's weight, but having the core hanging off his right hip was far superior to simply holding it. Rick hadn't agreed at first, but had acquiesced not long after Wheatley developed a mysterious case of butterfingers.

"Now, hang on a minute, mate! You didn't answer my question! You just said 'What?' and I deduced the rest of it myself!" Wheatley growled down at the core. He quickly went back to watching the ground as he nearly tripped over an exposed root.

Rick awkwardly shrugged its handles. "You asked a question, you got an answer. Those're the rules, Ginger," it said.

"Those are not!" Wheatley protested. "Namely because we don't have any rules! We just agreed to take turns answering questions for each other because you refused to tell me anything about this universe!"

"Yeah, well, asked your question, so it's my turn anyway! And before you get to feelin' all holier-than-thou, you wouldn't tell me anythin' about the other me! And that's way more interestin' than all this nerd-talk you've got going on!" Rick said.

Wheatley rolled his eyes. "I might be able to see your point if you were asking questions with any sort of depth or insightfulness about the other you. But that's not the case, here, is it? No, you've just been asking various iterations of, 'What about this girl? Did I get with this girl?' for over a bloody hour, mate!" he snapped.

Rick's optic narrowed. "Ginger, if you showed half as much interest in women as I do, we might not be in this mess," it retorted.

"And what exactly do you mean by that?" Wheatley said, heat edging his tone.

Rick gave a disparaging harrumph. "Well, I've noticed a little pattern with you, Ginger," it said.

"Is that right?" Wheatley nonchalantly took hold of the workshirt-sling; if Rick said something he didn't like, he was going to "accidentally" turn too quickly and hit it against the wall again.

"Yup. You meet the big boss lady; she wants to kill you. You meet the crazy test subject, she wants to kill you. You meet the pretty test subject, she chucks you into space. Maybe if you were a little better with women, we wouldn't be running for our lives right now."

Wheatley began looking around for a good location to stage the upcoming accident. "Not every woman I meet wants to kill me, thank you very much," he growled. "I'll have you know that – " Rick's words ran through his mind again. " – Sorry, did you say 'pretty?'"

Rick's optic hooded in a smug expression. "Yup. She was the best sidekick I've ever had. Man, that day had everythin' – fires, explosions, a countdown clock, the threat of complete annihilation hangin' over our heads, a space battle, more explosions. I celebrate its anniversary every year: Explosion Day," it said, dropping its voice to a whisper in reverence.

Impatience bit at Wheatley. "Yes, yes, yes, that's very good, mate," he said, waving his hand in a rapid "go on" motion. "What about the test subject? The pretty one?"

"We met while fighting you – the this you," Rick said, "She looked to be having some trouble, so I stepped in to help her out. I did most of the fighting, and I zinged you pretty good with some witty one-liners – one of my many fortes. But she helped out, too: kept me motivated by holding me close to her lovely lady curves, if you know what I mean." It waggled its handles in a vulgar manner. "Take a right here."

Wheatley obediently turned right. He hesitated before giving his next question – he'd been purposefully shying away from asking about the not-him. With just GLaDOS calling him a horrible person, Wheatley could pretend that she was lying, or taking his words out of context. With confirmation from two sources... well, he'd still convince himself they were lying; it'd just be a lot harder to pull off. Curiosity wouldn't stop nudging him, however. "Why on earth was I fighting a beautiful woman?" Wheatley asked.

Rick twitched its handles in a shrug. "Wondered that m'self. From what I could tell, you were using her as a test subject, and she was tired of it. Almost everyone could hear ya, you were shoutin' so loud. Sounded a lot like you were throwin' a fit because she'd dumped you and ran off with a potato. Never been through that – always leavin', never been left – but it sounded rough."

Ignoring the more insensible parts, Wheatley pressed on. "Ehm, exactly... exactly how pretty are we talking, here?"

"Like an angel descended from Heaven, Ginger," Rick said, its voice going soft in reminiscence. "Beautiful. B-E-A... ootiful. Dark hair, gray eyes, tight little body, B-cups – "

Wheatley raised an eyebrow. "She told you her bra size?"

Rick gave a little chuckle. "Naw. But I can tell just from lookin'," it said, "And the way she held me, I got a great view."

A muscle twitched under Wheatley's eye as he clenched his teeth. Story of my life, he grumbled to himself, A version of me meets a beautiful woman, and instead of doing the rational thing and attempting to woo her, he throws her into a testing track. And now I'm jealous of a metal ball.

"So what about Dina, from accounting? Did I get with her?" Rick asked.

Wheatley sighed, but let it go. "Yes. Yes, you did," he said flatly. He'd taken to just saying "yes" to whatever Rick asked him, as the core refused to accept "I didn't care enough about your bloody love life to pay attention to it" as a legitimate answer.

Rick gave a lewd chuckle. "I knew she couldn't resist me forever," he gloated. "Now, what about – "

"Now wait just a minute! It's definitely my turn now, mate!" Wheatley cut in.

Rick's faceplate shifted into a cheeky leer. "Actually, by my count, you've asked... five, six, seven questions in a row, Ginger," it said. "I've got a few coming up."

Wheatley gaped down at it. "You bloody – ! You brought up the pretty test subject because you knew I'd ask about her!" he cried.

"Worked, didn't it?" Rick said, sounding far too self-satisfied than it should.

Scowling, Wheatley quickened his pace, trying to outdistance his irritation. "Fine, then. Two can play at that game, mate. Yes, it did. You're down to six," he snapped, following the corridor as it turned left.

"What?! Wait, that wasn't a – "

"Five."

Rick narrowed its optic. "That's low, Ginger," it grumbled, "That's real low."

"Conversing with the Adventure Sphere has been known to lower intelligence levels at a rate of twelve IQ points per statement."

Wheatley froze, the quick, prim voice drawing his attention back to his surroundings. The hallway he was in stretched some distance in front of him before terminating in a darkened room; this area appeared to have suffered the most from the neglect that plagued the rest of Aperture. Leafy vines choked every available surface, obscuring any evidence of human construction. The only illumination came from around the corner, and while it managed to make it to the doorway, glinting off the small plaque set on the wall to the right, it didn't have a chance to penetrate the inky dark beyond.

Inside, a pink optic comprised of stubby squares set in a radial pattern hovered at about waist height, focused unerringly on Wheatley.

"So there's two of you!" Wheatley said, excitement bubbling within him.

"In the event a horse-drawn carriage and an automobile meet going opposite directions, the driver of the automobile must pull off the side of the road and disguise the automobile as another horse," the other sphere replied.

Rick groaned. "Ignore him, Ginger. You give him a second, and he'll waste the next hour of your life babbling about things no one else cares about!" it said, shouting the last down the hallway.

The pink optic flicked to give Rick a dirty look, then returned to Wheatley. "The Fact Sphere is the most interesting and intelligent of all the spheres, something that makes the Adventure Sphere insanely jealous," it commented.

Rick gave a disdainful snort. "Pinkie, the day I'm jealous of you for anything is the day I eat every single one of my black belts," it snarled.

"Fact: The Adventure Sphere doesn't actually have any black belts."

As Rick exploded into a torrent of threats concerning all manner of wedgie- and noogie-related retribution, Wheatley began heading towards the room, though the mass of roots and worries about his injured knee kept his pace slow. The lessening light made things even more precarious, to the point where Wheatley was moving at a crawl. "Brilliant! I was right!" he said to no one in particular as he picked his way across the uneven floor, "Each sphere must relegated to an individual function! Can't help but wonder at the subject choices so far, though. I mean, facts? Which, to be perfectly honest, I think they only called it that because 'Spouting Absolute Bollocks Sphere' is a bit of a mouthful. And Adventure? Why in hell would you want to give GLaDOS – "

Wheatley froze as the odor rolling out of the open doorway hit him with the force of a blow. He had no real words to describe it, as he'd never experienced anything like this before in his life – the closest he could come would be some putrid combination of rotten eggs and cat urine. Nausea twisted his stomach and bile clawed at the back of his throat as he gagged.

The same instinct that had warned his hominid ancestors against venturing out into the growling darkness where predators lay shrieked at him to turn and run, and the sudden terror it conjured left him in no state to argue. Whirling, he shot back down the hallway, heedless of the dangers of tripping.

"Whoa, whoa! Ginger! Where ya goin'?! That's the room!" Rick called, its voice catching as it was jounced against Wheatley's hip.

The core's voice helped cut through his panic, and Wheatley forced himself to stop. He had almost made it back around the turn, and the urge to continue was difficult to ignore. The effort involved left him breathless and weak, and he had to lean against the wall to remain upright. "What... the bloody hell... was that?!" he gasped.

Rick was giving him a flat look as its weight dragged it to Wheatley's front. "I've got no idea, Ginger," it said, its voice letting Wheatley know it wasn't talking about the odor.

Wheatley swallowed hard, trying to coax his heart to slow down. "Do you not have any olfactory sensors?" he asked.

"I don't breathe, buddy," Rick said, "Why would they give me a sense of smell?"

He was far enough away that he couldn't smell anything, and in the stench's absence Wheatley couldn't understand his reaction. Letting out his breath, he straightened, adjusting Rick to a more comfortable spot. "Well... count yourself lucky, mate. I mean, bloody hell, that had to have been the absolute worst – ! Just, just the most nauseating – !" He ran a rough hand over his hair, turning to look back at the room. "I don't have the words, mate, but trust me when I say that if I never smell... whatever that is again, I will die a happy man," he finished.

"Ain't your lucky day, then, Ginger, because that room you just skedaddled away from is room 44-44," Rick said.

Wheatley groaned in despair, dragging a hand down his face. "Of bloody course," he grumbled.

"The USS New Ironsides was built after its predecessor, the USS Old Ironsides, sank on its maiden voyage, its sides having actually been constructed of iron," the Fact Sphere chirped helpfully.

"Shut up, Pinkie!" Rick hollered.

"Green is the color used to denote typically negative emotions such as envy, greed, nausea, death, and the devil."

Wheatley sighed as Rick began to curse. "Well. Have to say, my enthusiasm for this plan has plummeted," he said, talking to himself while the two cores bickered. "Not exactly keen to go running into the room that reeks like old arse and sweaty mold."

"C'mon, Wheaters," he said, forcing his voice into a more positive tone, "It can't be as bad as you think. Sure, it smells a bit – maybe someone left some food in the fridge or something. Heh. Imagine that – all this fuss over a casserole gone bad." He smiled at the image. "I mean, yeah, when you asked Jerri about this room, she said you'd die if you ever went in there. But come on – what's the worst that could happen?"

His imagination was all too eager to answer that question. Wheatley clapped a hand to his forehead, his anxiety making a comeback. "Oh, bloody hell, I just thought of the worst thing," he said, then winced. "Oh, I just thought of something even worse."

Wheatley sucked in a breath, then let it out as slow as he could. "Right. Stop that. Not helping anything, is it, hey? Not useful in any manner whatsoever. So, new rule: no imagining of any sort of consequences regarding the entering of the aforementioned room.

"Fact of the matter is, my options are rather slim at this point. I mean, I'm not exactly spoiled for choice, here, am I? Not like I can just turn around and head for the nearest exit.

"As it stands, I can select one of two ways to proceed: A, don't go in there, eventually get found by either GLaDOS or Caroline – you know, it's a bit odd, actually, saying her name – and die either way, or B, go in there, and hopefully find a way to avoid the whole, you know, 'dying' thing."

Taking another deep breath, Wheatley squared his shoulders, clenching his jaw as he gathered his determination. "Right. Let's get it over with. Don't think about it, just... go," he said, and began stalking towards the door, refusing to listen to his growing hysteria.

"You always talk to yourself like that, Ginger?" Rick asked, tilting its optic at him.

"Only when I'm trying to not think about the myriad of ways this particular course of action could result in my untimely demise," Wheatley said through clenched teeth. Reentering the fetid miasma set his stomach to quivering, but Wheatley refused to let it get to him. Instead, he broke into a run. "I am a bloody idiot for doing this!" he shouted.

Rick laughed as Wheatley picked up the pace. "That's the spirit, Ginger! Charge! Charge into danger and excitement! I'll do the action music!" it called. "Dun-dun-da-DUN! Dun-dun-da-DUN, DUN! Runnin' at a dark room! Dun-da-dun-da-dun-da! No idea what's in there! DUN! DUN! DUN! Could it be a t-rex?! Dun-dun-da-da-DUN! We don't even care!"

Wheatley's eyes bulged just as he was about to enter the door's atramentous maw. "Oh, bloody hell, I forgot there aren't any lights!" he cried, and immediately tried to backpedal. His legs, confused by the conflicting demands, attempted to both advance and retreat at the same time. As a result, Wheatley tripped over his own feet, and pain shooting from his bad knee as punishment for its abuse. Both he and Rick yelled in surprise as he plunged to the ground.

They both hit the floor with a pained grunt, Wheatley just barely missing landing on Rick. The contents of Wheatley's pockets that didn't scatter across the floor jabbed him painfully, but he refused to move, lest it be some kind of trigger for something terrible to happen. For a time, neither of them said anything, glancing around to see what would descend to rip them to pieces for daring to intrude, the only sound Wheatley's heavy breathing. He regretted his exertions, as the stink had settled over him like a blanket, and every inhalation dragged it across his tongue.

The pink iris watched them as best it could, its gaze disinterested. "The winner of the 1908 London Olympics was a chimpanzee," it said. Its voice alone managed to communicate exactly how unimpressed it was with their entrance.

"Hnnh," Rick said, the small sound carrying a surprising measure of disappointment. "Doesn't look like there's anything in here, Ginger."

Wincing as he was forced to bend his knee, Wheatley took his time pushing himself to his feet, collecting what items he could find and shoving them back into his pockets. "Well, we can't actually see anything in here, can we?" he said, hating how defensive he sounded. It seemed almost a personal affront that he'd been so spooked by this room, only to have absolutely nothing inside to validate it. Even more strangely, now he was actually hoping for something terrible to happen, just so he wouldn't look like such a coward.

There was enough ambient light from the hallway to give a bare outline of a light switch near the door. When Wheatley flipped it, however, the overhead lights only flashed on for a brief second before the filaments in their bulbs overheated and broke, dropping the room back into darkness. Wheatley scowled. "Well, I hope you have some sort of method for seeing in this muck, because I do not. Which makes this whole escapade bloody useless, unless we can find some manner of luminescence," he said, his irritation clipping his words.

"Good point," Rick said, closing its optic. When it reopened, a ring of LED's surrounding the ocular opening of the inner shell blazed to life. Wheatley cursed, shutting his eyes and throwing up a hand to block the sudden light.

"Bloody hell, mate! Word of warning, next time?!" he snapped. Keeping his eyes closed, he reached down and fumbled with Rick until the core was turned away from him. When he tried looking around, large blots of color obscured his sight as his eyes adjusted to his surroundings. He glared at Rick. "And if you had a torch this entire bloody time, why didn't you say anything before we came crashing headlong into the pitch-black death room?"

Rick twitched its handles in a shrug, the beam of light darting around the room, following the movements of its optic as it searched for something worthy of more danger music. "Turnin' on the night light ain't exactly adventurous, Ginger," it said, "Much better to storm into the unknown, where anythin' could be waitin' to jump out and attack. Thrillin', though, wasn't it?"

Wheatley closed his eyes again, this time to count backwards from ten as he took slow, steady breaths. I'm surrounded by bloody mentalists, he snarled inwardly. When he reached zero he reopened his eyes (the muscle had started twitching again), and he was now better able to focus on the contents of the infamous room as they were illuminated by Rick.

"Kind of disappointing," Rick muttered, and Wheatley had to admit it was right.

It appeared to be just another workshop, virtually indistinguishable from the one Wheatley had worked in. True, shelves took up only the wall to his left, and a pair of mechanical arms were attached to the ceiling, but those were minor differences. The back wall had a first aid kit and a glass cabinet above a row of empty storage cubbies. Three storage cubes were stacked in a column on top of the cubbies, though Wheatley could see no purpose to them there. The workbenches were empty, save for the other personality core set on top of the one closest to the door.

Off to his right there was a hutch desk with an unpowered computer facing away from the door. Other than that, the wall was blank with the exception of a white board, as well as a medi- and HEV-charger (what were those doing here?) set side-by-side. As he explored, he learned to ignore the smell, until it was just a small complaint in the back of his mind.

All in all, the most threatening thing in the room were the two inactive turrets sitting underneath the dual chargers, and the most interesting (besides the Fact Sphere) was that the shelves were clogged with more personality cores in various stages of completion. Something about the Fact Sphere struck Wheatley as odd, but when he couldn't put a name to the feeling he ignored it.

Wheatley felt a bit insulted. "Well, this is rather anticlimactic," he sighed, running a hand through his hair. "I mean, this is it? This is what they made such a bother over? Bloody hell, I already knew about the personality cores! Continuing to keep me in the bloody dark is pointless! Mad!"

"Heh. 'Dark.' Good one, Ginger," Rick said.

Confused, it took Wheatley a moment to see what Rick had. Once he did, he couldn't help a grin. "It was, wasn't it?"

"The term 'puns' came about when prisoners in ancient times were forced to listen to terrible plays on words as punishment for their crimes," the Fact Sphere stated.

Wheatley grimaced. "That one would have been saved for murder, mate," he said.

The Fact Sphere narrowed its optic at him. "Ginger children are born to women who contract gingivitis while pregnant," it said spitefully.

"For God's sake! I'm not – !" Wheatley started angrily, but was interrupted by Rick's raucous laughter.

"That's the first interesting thing I've ever heard you say, Pinkie!" it guffawed.

The Fact Sphere was an equal-opportunity taunter, however. "The size of the male plug on any given piece of electronics is inversely proportional to the frequency with which it is claimed to be used," it said, its optic half-closing in a smug look.

"HA!" Wheatley barked as Rick's chuckling abruptly stopped.

"Whatever," it growled, hunching in on its optic. "I'm still the only one in this room that's actually used his 'male plug.'"

"Self-install doesn't count," Wheatley said slyly.

Rick glared at him. "If you're done being scared of the dark, Ginger, don't you have work to do?" it snapped.

All traces of good humor drained from him as Wheatley remembered his purpose here. "Right," he said, swinging Rick around to face the computer hutch. The smell was worse on this side of the room, but it was still bearable, now that Wheatley had acclimatized to it. A quick inspection showed the computer to be plugged in and connected to the monitor. Stretching his bad leg out to the side as he squatted, Wheatley balanced both his weight and Rick's precariously on one foot as he searched for the power button.

"Please, please, please, please, please let this work," Wheatley breathed as he pushed it.

He could have cheered when he saw the tiny lights flaring on the tower, the internal fans humming as they came to life. Using the desk for balance, Wheatley stood, grinning as Aperture's logo flashed across the monitor. "Bloody brilliant," he sighed.

Though he hadn't spotted any chairs in the room, a storage cube taken from the back worked just as well. Wheatley pushed the top one off the pile, and as it clunked to the floor he saw that a large air vent had been hidden behind it. Wheatley spared a moment to wonder what the point of that had been, then shrugged it off and pushed the makeshift seat in front of the computer.

Rick fidgeted in his hands just before he could sit down. "Uh, Ginger? How long do you think this is gonna take?" it asked.

Wheatley looked down at it. "Why?"

The Fact Sphere spoke up before Rick could answer. "The word 'lethologica' describes the state in which one cannot remember the word they want," it said.

Rick and Wheatley exchanged flat looks.

The Fact Sphere didn't appear to even notice when Wheatley deposited it outside the room, setting it to face down the hallway. Brushing imaginary dust from his hands, Wheatley sauntered back over to the storage cube.

He had just sat back down when Rick made a noise as if clearing its nonexistent throat. "Yeah, it's great that you kicked Pinkie out, Ginger, but seriously: how long is this gonna take? I mean, when are we gonna get to the excitin' stuff? Running for our lives, dodging death, explosions! Where are the explosions?" it complained. Wheatley's eyes narrowed.

Rick was much more vocal about being relocated outside the room, but Wheatley ignored its protestations. "Listen, mate," he said as he plunked Rick down on the opposite side of the doorway from the Fact Sphere, "I need... ah, you know, someone... someone like, say, you; you being a... a really good... um..." I've bloody got nothing. "Er, could you... stay... here... and, you know..."

Wheatley was saved from his floundering by Rick itself. "I getcha, Ginger," it said, adjusting its plates as it made itself comfortable. "Don't you worry. I'll keep the big, bad crazy lady from sneakin' up on ya." It swished its optic from side to side, as if Caroline could burst through the walls at any moment. "No, sir, Crazy Pants McGee ain't gettin' past me without a fight."

As he was behind the core, Rick couldn't see Wheatley blow out his cheeks in a silent, relieved breath. "Brilliant. Perfect. Absolutely tremendous, mate – you stay here and... and watch. For Caroline." Still weird. "Er, 'Crazy Pants McGee.' Go, team!" he cheered, then ducked back into the room.

The computer monitor provided enough light for Wheatley to make his way back to the storage cube. Sitting with a sigh, Wheatley wove his fingers together and turned his palms out. He grunted in satisfaction as his knuckles popped and cracked, he leaned forward to rest his hands on the keyboard.

Just as before, a log in prompt greeted him. A sudden case of nerves hit him, causing his fingers to tremble as he typed in Jerri's information. "Come on, come on, come on..." he whispered as he hit enter. A tendril of excitement curled in his belly as the information was accepted, and Wheatley was once again greeted with a treasure trove of files.

The first thing Wheatley did was check the network's connections. Much to his relief, the host was a much older mainframe (v1.07) and its connection was one way – it had uploaded everything that was on GLaDOS' network, but it didn't transmit anything. The network wasn't very large – according to the specs, the host server was located only a couple levels below this floor, and only one computer on each floor had access. But Wheatley would be able to look at any information GLaDOS had with the added benefit of remaining completely invisible while he did so. His glee drove away the little voice trying to remind him that he was there for a reason, not just to poke around Jerri's files.

There were some downsides, however. From what Wheatley could tell, there was a long period of time where GLaDOS' mainframe had been inactive – about twenty to thirty years – and all its processes had been transferred to this network to maintain. As this mainframe had nowhere near the capabilities to run those of its counterpart, it had shut down all but what it had been programmed to find most vital – Wheatley wished he could be surprised that some idiot had prioritized "personality cores" and "nanobots" over "life support." A few years ago, GLaDOS had reactivated, and all the processes here had shut down and rebooted with her. The result had left this network a cluttered mess of duplicate files.

This network also appeared much more corrupted than its counterpart – all of the file names were written in what looked to be gibberish. Clicking on a few, Wheatley discovered this only pertained to the file names themselves – the contents seemed to be perfectly ordinary. "Maybe she was just writing in code...?" Wheatley mused. "What was she trying to hide? I mean, so far I've found a flier for Bring Your Daughter to Work Day and a list of ingredients for cake – if this is what GLaDOS was giving to test subjects, I think I lucked out with her lying about it. I mean, sediment-shaped sediment? Geosynthetic membranes? Fish-shaped solid excrement?"

Shaking his head, Wheatley clicked on the next file that caught his eye: Qm9yZWFsaXM=

The sudden flood of windows that sprung open and then immediately closed flashing across the screen caught Wheatley off-guard. His heart leapt into his throat as his imagination treated him to visions of the network crashing, destroying his one advantage. "What did I just do?" he asked weakly. Adding to his trepidation was the rapid, high-pitched pinging noise as a large number of errors occurred per second, each one prompting an audible alert. "Oh no, oh no, oh no, oh no, oh no... please don't do this... please stop doing that!" he moaned, clutching the sides of the monitor.

"Ginger? You all right in there?" Rick called.

Wheatley leaned out so he could give Rick a false grin. "Yes! Um, fine! Totally under control! I meant to do that!" Wheatley called back. Straightening, he started shaking the monitor. "Stop it, stop it, stop it, bloody stop it!" he hissed.

All activity ceased just as suddenly as it had started, leaving Wheatley with a single window containing simple text:

/ Initiating recall...

/ Signal Confirmed.

/ Running "recall . exe"...

/ Error 0xc000000f: An error occurred transferring execution. "FU_BM . exe" is unresponsive.

/ Initiating ...

/ Signal Confirmed.

/ Running "salvage . exe "...

/ Estimated time remaining: 01:03:17:24:35

Wheatley's jaw went slack as he read. "I have no idea what I just did," he admitted. He shrugged. If he was reading the numbers right, whatever he'd just set into motion wouldn't happen for more than a week. He would have escaped or been killed by that point, so there wasn't much use in worrying about it, was there? It'd be GLaDOS' problem. "Consider it a going-away present," he snickered with a savage smirk as he exited the window.

A peek at the task bar showed that the program was still running, but Wheatley was hesitant to mess with it anymore. Instead, he got back to searching with a heightened sense of caution and renewed purpose.

Blindly fumbling around would get him nowhere. With a minor self-inflicted head slap for not doing so earlier, Wheatley executed a search function from the command line terminal and began a more focused investigation. His first two searches were duds – apparently no one had thought to include written instructions on "how to get glados to stop trying to kill me" or "how to kill glados," which Wheatley felt were huge oversights – but his third met with some success.

"'Core Transfer,'" Wheatley murmured, scratching at the day-old stubble on his chin as he read. "Doesn't seem that difficult. 'Put Core A into Port B; if Core C kicks up a fuss, hit a button.' Can't imagine why no one's done it bef – oh, they have."

Included in the file was a link to a transcript of prompts and commands for every core transfer that had ever occurred. There had only been two in Aperture's history, both fairly recent – one supplanting GLaDOS with something called an Intelligence-Dampening Sphere, and another returning GLaDOS to her rightful place. Both instances were prefaced with an alert:

***WARNING!*** UNQUALIFIED PERSONNEL DETECTED IN STALEMATE RESOLUTION ANNEX! ONLY TRAINED STALEMATE ASSOCIATES ARE AUTHORIZED TO DEPRESS STALEMATE RESOLUTION BUTTON! DEPRESSION OF STALEMATE RESOLUTION BUTTON BY UNQUALIFIED PERSONNEL COULD RESULT IN DAMAGE TO THE STALEMATE RESOLUTION BUTTON! DISPATCH COMPUTER-AIDED ENRICHMENT CENTER CRISIS TEAM IMMEDIATELY! ***WARNING!***

Wheatley gave a soft harrumph. "So, someone who wasn't a trained stalemate associate – whatever that is – going around pushing buttons, transferring cores willy-nilly?" he mused. "Within the past couple years or so... I'd say GLaDOS went bloody mental on everyone long before that. Either that, or this Aperture Science was worse at housekeeping than it was at conforming to basic safety regulations. So I'm guessing this must have been one of the test subjects..." he blinked as he scrolled down. "Ooh! Brilliant! Pictures! Incriminating evidence, as it were!Let's see who got caught with their hand in the metaphorical cookie jar– "

He sucked in his breath so fast he choked on it."It's her!" he coughed, pushing his face so close to the screen his nose almost touched the glass. "It's bloody her! The one from the painting!"

The camera must have been mounted to the ceiling, as the still had been taken from almost directly above the test subject. She was half-turned, as if starting to look over her shoulder at something. Her left hand was pressed firmly against the button, and in her right she held a portal device – much like the one the void-man had possessed. Her dark hair was pulled away from her face in a severe ponytail, and though that face was just as lovely as the portrait had suggested, her expression was a far cry from the peaceful smile she had worn there – her mouth was set into a grim line, her grey eyes narrowed and hard. Everything from the knee down was encased in a pair of long fall boots, and she was dressed in a test subject's orange jumpsuit that she'd stripped to her waist, tying the knots around her middle. The only things covering her top were a skin-tight tester's bodysuit and a white, sleeveless Aperture Science undershirt – I'll be damned; Rick was right.

Wheatley stared, drinking in every detail he could. It wasn't until his eyes had begun to sting and water that he forced himself to lean back. "She's real!" he whispered as he rubbed his eyes. "I can't believe she's bloody real!"

He dropped his hands back on the keyboard. "But who is she?"

The prompts held no further information on the test subject, however. When he tried searching "test subject," the amount of hits he got in return was just shy of being every single file available. Though he tried to adjust the terms of the search, apparently her physical description didn't appear anywhere in the databanks.

Wheatley sat back, chewing on his bottom lip as he thought. Desperate for information, he looked over the transcript again. At first, nothing jumped out at him. After a second read-through, however, his eyes widened. "Ah! Brainwave!" he chirped, diving at the keyboard.

It took him a couple of tries to get it right, as his fingers were fumbling over one another in his haste. Taking them away from the keyboard, Wheatley flexed them, taking a short breath as he forced himself to calm down. "Intelligence... Dampening... Sphere..." he said as he typed, then grinned as he hit enter. "If I can't find you, love, let's see if I can't get your companion to lead me to you." Excited, Wheatley clicked the first file to pop up: T3JnYW5pYyBiYXNl

The screech of tortured metal made Wheatley fall off the cube in shock. Twisting so he was on his back and propping himself up on his elbows, his jaw dropped as he saw what he'd started this time.

The two mechanical arms overhead had activated, flakes of rust cascading from their joints as they turned and lowered. Connecting to the chargers with a hiss, they began to push and lift, and to Wheatley's amazement a large section of the wall tilted outward like a garage door, knocking over both turrets before settling along a track hidden near the junction where wall met ceiling. He gagged as the stench intensified to the point where simply breathing in threatened to make him vomit, and Wheatley pressed his hand over his mouth; whether to attempt to block out the smell or keep the bile in, he wasn't sure. He could feel it clinging to him; sinking into his pores and infecting him with its vile filth. When I get out of here, I'm going to stay in the shower for a week straight.

Behind the wall was a small alcove, a lone terminal with a blank touch screen standing vigil in front of a thick glass window that took up the back wall. Whatever was beyond the glass was mostly hidden in shadow, but Wheatley could just barely make out a cluster of large, tube-shaped pods set in a semi-circle facing him.

"What... the bloody... hell?" Wheatley wondered.

"Ginger...?"

"I'll let you know when I figure it out myself, mate!" Wheatley called, his distraction leeching the focus from his voice. He couldn't look away from the glass window as he pushed himself to his feet.

His curiosity was going wild, demanding he find out what was the purpose of this hidden room. The same instinct that warned him away from this room was just as insistent that he abandon this discovery and get out. The dichotomy of urges left him hesitant, but he still advanced, albeit at a snail's pace.

When he was close enough to the terminal, he stretched out a hand, placing his fingers on the screen. It immediately lit up, flashing through its start up procedures before settling on a short list:

Orange

Blue

Fact

Space

Adventure

Intelligence

Anger

Curiosity

Morality

Intelligence-Dampening

Wheatley's brows furrowed as he scanned the list, then nearly shot off his forehead as realization hit. "These must be the cores they constructed," he said, "But why are they...?"

As he spoke, he tapped the "Adventure" option on a whim. Text flashed across the screen, but Wheatley was too distracted to read it at the moment. The groan of long-still motors being forced into movement was muffled by the thick glass. A mechanical arm ending in a large claw descended from the unseen ceiling of the other room, and Wheatley watched, fascinated, as it selected a pod and drew it from the crowd, presenting it to the window. Wheatley leaned forward, squinting as he tried to make out the pod's contents.

A light inside the pod flipped on, and Wheatley twisted away and doubled over as his stomach emptied itself just underneath the window.

Wheatley didn't know if people from this universe looked exactly like their counterparts from his own, but they were similar enough that he could immediately recognize Rick, despite the advanced decomposition. The nude body was suspended from a facemask in some kind of liquid – whatever color it had been originally, it was now a sickly amber color, a layer of brown scum better left unidentified coagulating at the top. The corpse had bloated so much that the weakened flesh had torn in many places, bones and muscle and... other bits pushing through.

"Ginger! What is going on in there?! If you're doing something dangerous without me – !"

Wheatley didn't answer immediately, dry heaves still twisting his stomach. It took him about a minute to get himself under control. He spat several times, trying to get the bitter taste of bile out of his mouth. "'M fine," he croaked when he could, "I just... um... I'm fine."

"You sure?"

"Don't worry about it, mate."

Alternating between coughing and spitting, Wheatley straightened, wiping his mouth with the back of his hand. He stared at it before letting it drop to his side – he'd never seen his fingers tremble that hard before, even when he'd almost died. Gulping, he took several fortifying breaths, then a sense of morbid curiosity made him risk a peek at Rick's cadaver again.

It was somewhat better the second time around. His mind still recoiled from what it was seeing, refusing to accept it as real – Wheatley could almost believe it was a hyper-realistic movie prop, as long as he didn't look too closely. "So this is what they were hiding," he said under his breath. He slowly shook his head, unable to tear his eyes away from Rick's ruined face. "Why? Why do... this? What purpose could this possibly serve?"

He dragged his eyes down to the waiting terminal. The text he'd ignored earlier turned out to be information on the subject – on Rick. "Rick 'Shandy,' huh?" Wheatley murmured, the corner of his mouth twitching in an attempted smile. It died as a sobering thought occurred to him. "Were you forced, Rick Shandy, or did you volunteer?"

"Who else did they take?" he asked, his voice soft with a mixture of mourning and horror. Pity clenched inside him as he tried to imagine what it would be like, to be shoved in this tiny storage unit for all these years, completely forgotten by the outside world. He couldn't really do anything for them, but he couldn't just leave them, either.

He went down the list, wanting to give them some poor excuse for last rights, forcing himself to look at their ravaged bodies; to learn and remember their names. It was literally the least he could do, and for some reason it was important to him that these people not be lost to history once again; if he could remember them, maybe their sacrifice wouldn't be so bad – they wouldn't be so alone.

The two that had hit the hardest were also the first two on the list. Wheatley groaned as soon as he saw Jerri's name flash across he screen once he'd selected "Orange." "Oh, Jer..." he sighed, placing his palm on the glass, not understanding the impulse but giving into it anyway. "What have they done to you, love?"

Blue's identity had been a surprise at first, but made a certain amount of sense the more Wheatley thought about it. Of all the subjects, Atlas was the only one Wheatley could believe had volunteered. The man let nothing stand in the way of his desire to see Science done, whether it be test subjects, underlings, or – apparently – his own well-being. Still, it was difficult to see a man Wheatley had respected and admired reduced to... this.

He was relieved when he didn't recognize the person – he had never met Morality (Nita Rishabh), Intelligence (Bertrand Albrecht) or Curiosity (Hilary Curieux) before. It was a bit more difficult with those he'd known only in passing or recognized from images, like Space (Liam O'Ryan), Fact (Craig Bager; poor bastard couldn't catch a break), or Anger (Riley Choller; he was probably the only one that might have deserved this, Wheatley thought as he rubbed the fading bruise on his jaw).

Wheatley ran a hand over his hair, letting out his breath. He hadn't been doing anything but pushing buttons, but he felt more exhausted now than when he'd been suffering in GLaDOS' test chambers. "One more, Wheaters," he told himself, "Just one more to go. Last one." He selected Intelligence-Dampening and tried to rub some life back into his face as the pod was brought forth. One more body, one more name to remember. You can do this. The light flipped on.

He started screaming before his brain had even fully processed what his eyes were seeing. His legs gave out, and Wheatley crashed to the ground, landing hard on his arse. He vaguely heard Rick shouting, but Wheatley was too busy trying to process the fact that he was staring at his own corpse to pay much attention.

There was no denying it was him. With the exception of a few minor scars here and there as well as a serious case of water rot, his doppelganger floated in the tank on the other side of the glass, identical right down to the birthmark on his hip.

Wheatley's mind shut down in self-defense, and his screaming stopped. He curled into a ball facing away from the door, hugging his knees to his chest and pressing his forehead against them as he fought to keep from hyperventilating. Through it all, memories flew through his head, leaving behind snippets of conversation in a confused cacophony of remembered words.

"... Organic-based computers..."

"... We still need you for the GLaDOS project..."

"... Who knows? What we're doing here might even be an integral part of it..."

"... If only she'd talk to us..."

"... you fry every other AI you come into contact with..."

"... never caused anyone any harm... she was extremely protective of us, in fact..."

"... D'you know that is the one room in the entire department I've never been allowed into? And I'm the only one not allowed in it?"

"... Don't ever go in there, Wheatley. If you go in that room, you'll die..."

"... You were pretty much spherical..."

"... You don't know...?"

"You were a human... you were a personality core... both..."

"... Like I said: you're essentially the same person..."

Wheatley clutched at his head and whimpered. It was too much; too much – he couldn't take it. It wouldn't fit in his skull. The epic hissy he'd been working on since the void-man first showed up raged through Wheatley, leaving in its wake terror, grief, and dread. His muscles were paralyzed, and he was helpless to stop his emotions from chaotically spiraling out of control.

Through it all, the body of Stephen Wheatley, Aperture Science Relaxation Center Attendant, floated serenely in its pod, unaware of the horror it represented.


**A/N: Because fuck stereotypes, that's why.

I've mentioned before that I hate the old, "Find-the-Body-in-a-Storage-Unit" trick a lot of people fall back on for their human!core stories. This is my poking it with a stick. I mean, when GLaDOS kicked it after the first game, the entire Aperture Science facility degraded into shambles. The only reason Chell survived was because Rattmann hooked her stasis room up to the reserve power grid. Everything else was left to rot. (Yes, I'm well aware of what they find at the end of the co-op mission. I just don't care; it's still a cliché at this point.)

Anyway, let's go ahead and add "macabre" to the things I'm not good at. I have no idea how to be creepy via text, especially when I keep snickering because I have a dark sense of humor and I like making fun of things other people do. Also, more fucking drama, which I think descends into "sap" at several points. My sincerest apologies – I'll try to avoid that shit from here on out.

I'd like to also apologize for the lengthy delay. I didn't really have an excuse at first: I got distracted by drawing for a couple days, then came down with a case of writer's block. I remember thinking, "Man, I wish I had a good reason for taking so long!"

Then the Monkey Paw Fairy heard me and caused my hard drive to shit itself, and I had to start this chapter over from scratch on my backup laptop. It was much easier this time around, though – I had a better sense of where I was going, and what I wanted to do.

I warned you all that I could happily go on forever writing about learning things and conversation, and I think this chapter proves it. I both love and hate this chapter. I hate it because, compared with the other chapters, there's not a lot happening on the surface, and it could possibly be considered dull. I love it, however, because... well... I love writing about learning things and conversation.

And also I love foreshadowing, and there's some bits here that make me giggle with excitement.

Oh! Hey! Guys! Guess what! I submitted this 'fic to the Fuck Yeah Humanoid Portal! tumblr, and it was accepted! So big thanks to them!

And, and hey! Hey! Guess what else? Guess what else, guys?! Themeganova has begun translating this into Russian, and I'm now gaining a Russian fanbase! Huge thanks to him/her; everyone should go to their dA page and show them love!

But, hey. Hey, guys. Guys. Guys. Guys. Hey. Guess what else? Guess what freaking else? This story made it onto TV Trope's Portal Fanfic Recommendation page.

Where it was recommended TWICE.

As I once lost myself in that website for two weeks and loved every second of it, I was floored when idaman008 told me (thank you for that). After I recovered enough to breathe, I ran around my house shrieking with joy. Not only did I scare the fuck out of my cat, but my boyfriend now thinks I'm psychotic, and only partially understands why I was so excited.

So huge, huge, huge thank you to both Skibi and Odafangirl for recommending me!

As always, thank you to everyone who has commented, favorited, and followed! I adore every single one of you, and I'm both honored and grateful that you guys enjoy my story so much! Thank you!