The TARDIS landed in a dead end corridor, barely just fitting. It was cold and metal walkways sprawled in front of it, hanging high above what looked to be a bottomless pit. This was...not what he was expecting. He expected some 1980's style decor, not metal. It seems that his idea to look around for anything out of the ordinary had to be put on hold.

The Doctor stepped out, cautiously creeping forward as he heard voices just ahead.

"What the hell is he doing?"

"Trying to kill her, it appears."

"I have a name."

"It's not even a name, it's an acronym."

The Doctor stepped out onto the wider walkway, behind them. The group was the same as he'd seen before. This time including a white-haired woman who seemed dismissive of him, and a woman wearing an orange jumpsuit, holding some sort of gun...device in her hands. She seemed to know what she was doing.

"Hello, I'm The Doctor. You sound like you need a bit of help. I was trying to get here around the 1980's but I think I'm a bit off. Mind telling me what year it is?"

"1980's? That must have been...what, ten, twenty years ago now?" Caroline - it sounded like her, from the video - answered his question.

"None of you look like you've changed much. Except you." He looked at Space, who looked older, if only a little, "What was that project you mentioned on the-the video?" The Doctor inquired as he joined the group in whatever they were doing.

"Moon rocks" As if on cue, all of them, except the jumpsuited woman responded at the same time. In the same 'don't ask' tone.

"Ah." The doctor nodded, "So who are we looking for?"

"Take a wild guess." Rick said, turning his head, "That overgrown newt took over the facility just because he could." The Doctor interrupted him to ask what species he was. He didn't have an answer himself, but the people that found him had said he was from the 'Silurian' era of the Earth. Which Rick said was a bit off, but he wasn't going to complain.

"Actually, I think he was trying to help the test subject escape. He got a taste for power after being given access to the systems and went, as they say, 'a little crazy'" Fact contested, correcting him, "He's been trying his best not to endanger us so far, so I believe it's only our former boss he intends to kill."

"I still am your boss. Just because that vile creature took my place does not put him in charge." The white-haired woman spoke. Her voice was commanding and elegant at the same time. Fact looked terrified of her, trying not to make eye contact with her.

"I don't mean to take sides but.." Caroline said, quietly, "He's slightly nicer than you are. At least when he's not like this." Nobody else seemed to share the sentiment.

"I mean, he helped Chell, up to a point, just because you wouldn't let her leave." Space muttered, directing it to the white-haired woman.

While this was going on, The Doctor was filled in about the woman in the jumpsuit. Her name was indeed Chell. He was told that she wasn't mute, but that she just wouldn't speak when the suddenly terrifying, real-boss-of-the-facility, was around, but they could usually tell what she meant just by her body language. She would occasionally lean in and whisper to the others.

"You must not have seen anything about me. My name is GLaDOS." The white-haired woman spoke. She was wearing a black and white form-fitting dress. It had thin, clear strips of water running down either arm, obviously not just a design choice. She pressed a small device attached to her side, and her form changed.

It was that of a creature that could only be described as a lobster-fish hybrid. The shell was made of pearlescent shades, while the rest of her body was a grey-black colour with yellow eyes. The tanks of water that were on her arms were still there. After a few seconds, it changed back.

"I assume that you would have asked." She said to The Doctor, who nodded. He thought for a moment.

"Interesting name." he said.

"It's an acronym." Fact answered for her, repeating his earlier statement, "It was supposed to be the name of a computer system that some of the lab was developing for when the old CEO passed away. It was going to run the place automatically." He was holding his hands behind his back as he walked, "She called herself the same thing and essentially took Caroline's place. She doesn't look like it, but she's a little bitter about the whole thing."

They got a little ways ahead through the metal catwalks, when a voice came from speakers overhead.

"Just wanted to see how you were doing. Sorry for kicking you out by the way - terrible of me. I did prepare a couple of test chambers in case you got bored of walking around. They're over there - to your left, I think."

It was, as The Doctor - and the others - obviously expected, Wheatley. He was clearly enjoying whatever he was doing. Having power just does that to some people.

"Caroline, why did you allow this criminal to stay here?" GLaDOS asked, the briefest show of fangs flashed from her mouth as she spoke.

"He did legally apply to work here." Caroline said, deadpan.

"By killing someone and taking their place. Don't you know what his people do?"

"No. He never told me." Caroline said, feeling betrayed. She stood still while the others walked on further into the maze of metal walls and walkways. The Doctor thought that it would be best for him to explain. He had dealings in the past with some of the usurper's relatives before.

"I've met his kind of people in the past, and I've definitely fought some of them too. They're called Slitheen. A criminal family. Sort of like a kind of space mafia, if you want a comparison. They really want to destroy the Earth for some reason, but usually it's just schemes to make themselves rich. Anything goes."

"Oh." Caroline was struggling to process it all.

"What she said about him taking someone's place. Yeah, sorry it's- it's literal. He's wearing someone's skin. Probably some poor fellow who got in his way." The Doctor explained, trying to leave out any of the more unpleasant details.

"And then came here and legally applied for a job. Why not just kill one of the scientists that already worked here?"

"Good question. Confused me as well. Ask him when we see him. Be good to know what your employees got up to before you hired them." The Doctor tried to make her feel better, take her mind off of the whole 'death' thing.

He looked down the opposite corridor to the one that everyone else went down.

"So, what's that way?"

"It's a dead end, but this place can move however the person in charge wants it to. Kind of like a maze."

"A dead end? Really? Because I just saw that wall move." The Doctor turned to Caroline, "I think we should probably investigate, don't you?"


The group of employees, and their boss, had reached an automatic door, leading to a room panelled with black and white squares. There were pools of brown goo on either side of a thick platform, made of even more black squares. Parts of the wall had fallen off, revealing the cubic rooms around them, housing even more test chambers.

The door shut behind them, effectively locking them in the room until they solved the puzzle inside.

"We'll have to go through some of the test chambers to get to him. Figures." Rick muttered.

Chell ran ahead, using the device she had to navigate the chamber. The others followed her path. All having at least some training with the device. They followed her through the orange and blue portals it made. Although not all of them were suited for the type of aerial acrobatics involved.

"You possess the ability to fly, don't you? Can't you make your own way across this room?" GLaDOS asked Fact, in a slightly annoyed tone. He'd been nervously tapping his foot while everyone else did what they could.

"I suppose I can. In that case, I'll wait by the exit. Good luck with the rest of...whatever this is." Fact placed his hands together, just below his neck. What he looked like, as a human, scattered like dust blown by the wind. Underneath it all was a batlike creature with leathery wings and several sharp teeth.

It was still, undoubtedly him, though.

Fact, as it were, flapped his wings and took himself across the long room. When he got to the door, the scattered dust of his human appearance came back. To him, although nobody asked for his opinion on the matter, the puzzle to solve looked complicated. Take that cube over there, press a button, bring two cubes back over and then use them to activate a laser that turns on a blue anti-gravity beam to bring you to the door. But you had to remember to bring one of the cubes with you otherwise the door wouldn't open.

Chell, the only one that was properly equipped to solve the puzzle, was well on her way to completing it. She would have done it faster if not for GLaDOS trying to tell her what to do.

"I know." Chell thought to herself, "You don't have to tell me over and over again."

Space and Rick just watched as everything happened. It wasn't really their area of expertise, and they really didn't like the look of those drops into the abyss below.

"Did Wheatley design this, or did he move the chamber from somewhere else?" Space wondered. The room looked like it had been mashed together, metal connectors not quite in correctly.

"He's an idiot, he probably just smashed two rooms together and considered it done." Rick said, with obvious hostility.

Chell was about to say something, but remembered the person standing behind her, overseeing her every move.

"I'm starting to think that he's smarter than they give him credit for..." Chell looked at the chamber, "He managed to get this far." She shook her head and focused back on the task at hand.

A few minutes later and the door was opened. There was a lift that would usually take you to the next chamber, if there was one. The screens on the wall behind it had been knocked off when the two rooms that made the test chamber had been forcibly put together. It looked like it led to more walkways that could take them to the main chamber where the facility was controlled from. Good. They were going the right way after all. They just hoped that the two left behind would be okay.


The Doctor was investigating the wall that had moved. He tapped on it. The area behind was hollow, and the walkway he was on continued underneath it. Suspicious. Convenient. Suspiciously convenient.

"Oi, can you hear me? Mind letting me through?" He said to the nearest camera. As if they heard him, the panels that made the wall slid aside,organising themselves back in place on either side of The Doctor.

"I thought he would be a bit less cooperative." Caroline thought aloud.

"Maybe he wants us to find him. Everyone else must be going the long way around, so he's more than happy to let us through."

The Doctor and Caroline thought for a moment as they went down the new corridor, before a speaker buzzed to life near them.

"Yeah, they're- They're, uh, going the wrong way. You guys aren't so there's...there's that." Wheatley's voice said, awkwardly, "I'll tell them. Eventually."

"What're you working on back there anyway? Must be impressive."

"Nothing much." Wheatley muttered something to himself that wasn't really picked up, "You're close though, why don't you come and have a look."

A door opened at the end of the corridor, Caroline went on ahead as The Doctor inspected the walls for any other hidden things. None turned up though.

"Doctor." Caroline started, "Can I ask you something?"

"Of course."

"I remember that someone tried to visit here before, they sounded like you, I think. So, was it you?"

The Doctor nodded, pleasantly surprised she remembered. And that was nearly twenty years ago.

The door at the end led to a circular lift, lined with pulled out switches, all broken off by something. Once both were inside, it automatically rose up to a large room. They stepped off and a hatch closed over it.

That wasn't the thing they were looking at though.

The room was.

"We spent so much time doing that room for what?"

"How, do you suppose, was I to know that?"

"I thought you knew everything about this place?"

"What do you think the central chamber is for? Decoration?"

Rick and GLaDOS had been arguing since finding out that they had been going the entirely wrong way. Something that had been pointed out by Fact after fifteen minutes of walking down the same loop of metal walkways. He may have known a little earlier than that.

Space was staying out of it all, a few steps behind everyone else. Chell walked with him, quietly talking.

"They keep saying he's an 'idiot' but I don't believe it for a second." Chell said, "He might be a bit...unfocused, but he knows what he's doing. He knew to turn off the turrets and neurotoxin before we tried to escape." She sighed, "I don't know what's going on, but I don't like it one bit."

"Back when we all worked together, he was okay. He had a kind-of rivalry with Rick. They argued a lot but nobody got hurt or anything." Space added his experiences.

"He was fine with me. But, then again, I didn't talk to him much. Just listened to him talk on and on about stuff."

'Stuff' was right. It was nonsense spilled for the sole purpose of filling in silence. Chell pretended like she was listening but really, all it did was annoy her while she was trying to finish the tests.

Eventually, they too came to the mysterious wall, which opened for them. The lift at the end had come back down for them. A note rested on its floor.

All that the note said, was a crudely drawn smiley face: ":D"

GLaDOS picked up the note and crumpled it up in her hand, crushing it. She had no time for his games. She sent everyone but Chell away. This was between them and him.

And once again, the lift rose up, into a large room - the central chamber that contained the systems to run the place.


Almost all of them had reconvened, The Doctor and Caroline, as well as Chell and GLaDOS. They were all staring at the centerpiece of the chamber. From GLaDOS's reaction, it wasn't like this when she was in charge.

Wires hung down like vines, some connecting from one part of the room to another. You couldn't see the ceiling for them, like a thick fog had covered it and made it uncomfortably dark and suffocating.

All the wires fed into the top of a giant white pillar in the middle of the room, covered in small monitors, buttons and switches that did a number of unknown things. Wrapped around that, was a platform high above them, a set of stairs leading up. A control panel of even more buttons was located there.

Around the bunches of wires at the top of the pillar were several screens, all showing text that looked like code. It was indecipherable this far away but it probably had something to do with Wheatley and his 'plan', whatever it was.

"Welcome."

A spotlight flashed on, temporarily blinding everyone. And there he was, stood at the top of the stairs. He was finally wearing a lab coat, and the glasses from that one picture.

"Oh, you're all actually here. Didn't think you'd show up." Wheatley pointed at GLaDOS, who was standing with her arms folded. She did not look impressed at all, "Anyway, you're probably dying to know what my plan is. Too bad 'cause I won't tell you." He leaned on the platform's handrail, and grinned.

"This is impossible..." The Doctor heard Chell say to herself, looking amazed by it all. He would be too, if this wasn't a threat.

"It is impossible, incredible, amazing. But the problem is, the problem is: you're using it for something very nasty and I can't let that happen."

"You figured it out, huh." Wheatley's voice changed something drastic, it was more refined, almost pretentious, although his body language would suggest the opposite, a slight slouch to his shoulders, "I'm impressed."

"He wanted us here." Caroline spoke up, "He probably assumed that you wouldn't come. It did seem a little suspicious…" She referred to GLaDOS, who under any normal circumstance, would have sent one of the others to investigate first.

"Where's the other three? Didn't want to invite them along?" Wheatley's accent switched back to the familiar one, genuinely surprised they weren't here. His upper class accent impression was actually pretty good, if disconcerting. But his actual voice was indeed the one that everyone was used to.

"The plan? Scheme? What else you wish to call it. What is it?" GLaDOS demanded.

"I, uh, didn't think this far ahead...Didn't expect you to come, if I'm honest. Redecorated a bit though. Everything in one place and you can see it all." He walked aimlessly around the platform, and came to rest back on the guard rail, "Oh. Oh I know." He smiled. And then he smiled, as if he knew something that they didn't.

"You wouldn't dare try that with me." GLaDOS said, glaring at him, although she backed away all the same. You could pinpoint the exact time that The Doctor caught on, his eyes turning from confusion, to shock, to anger.

"Oh, but he would." The Doctor said, bitterly, knowing exactly what might happen.

"I have nothing else to do, except sit around here and press a couple buttons." Wheatley frowned, "Can't I have some fun?"

"No." Chell muttered. She was busy walking around, doing things to keep herself from standing still for too long. Actually, Wheatley did nothing to stop her from looking at the things on his level. She kept her distance from him, like everyone else. She went back down after a few minutes. GLaDOS could see him snarling at her, or at the very least, bearing his teeth. He was messing with his hair; running a hand through it, pulling on the longer strands that strayed over his eyes.

"I have a question for you. You're from a criminal family. You come to Earth, and find a job. Why?" The Doctor asked Wheatley, whose expression became slightly more accommodating while speaking to him.

"Well, It's altruism, isn't it? My people tried to kill yours, and I want to make things better. That kind of thing, right?" There was a pause. A long pause. He sighed.

"Not buying it, are you?"

"No."

"Shame. You know, I thought we could get along, you and me." Wheatley tapped his hands on the railing a couple of times, "Real reason? Well, it's obvious, isn't it? Place like this, you could get away with murder. I mean seriously, and- and no-one checks 'cause the people in charge don't want them to, right. So you just have test subjects dying and nobody actually cares." He gave a look that pretended he was as shocked as The Doctor, "Crazy, I know. Don't believe it, but here we are."

The Doctor was in two minds about whether to ask his next question. Whether he wanted to know the answer.

"How many people have you killed?" He asked, sternly and with purpose.

"That's...I don't have to answer that question." Wheatley said, adamant. Obviously, it was going to be hard to get the truth out of him. He glared down at The Doctor, very much not wanting to tell him something like that.

The room fell silent, only the ringing of footsteps on metal as people walked around. The Doctor messed with some of the monitors down at ground level. There were controls for a section of the facility. It was a bit complicated having different sets of buttons for each part. You'd have to remember which was which as none of them seemed to be labeled. He could see some coloured dots on the map displayed on the screen. That's where the three had gotten to. They were busy in some of the 'test chambers', he heard them called. It was on the other side, where the larger group had gone before. Well, if they were there to be completed...

His thought was interrupted by some more footsteps, specifically ones that suggested someone was planting themselves in place.

"I really should've expected this." The Doctor said to himself, watching through the grating of the platform above his head. He saw the soles, and a bit of the sides, of Wheatley's shoes. He was at the top of the stairs, of course he was. He really liked dramatics, didn't he?

The lights dimmed. Not turned off, but as if something was draining it from the room. An electric blue flashed in their place. The Doctor took several steps back so he could see what was happening.

"I've never actually-" Wheatley breathed out a heavy breath, like he was steeling his nerves for something, "-done this before." He tapped his foot on the metal grating, "Okay. Okay. This is fine-this is fine-this is fine-"

"We need to run." The Doctor said, turning to the door behind them, "Eight foot, massive claws. I don't want to chance it."

"He's practically harmless. I've never known him to-" Caroline was interrupted by a terrible scream that turned into roaring, coming from the mouth of the monster. Then a thud of claws hitting metal.

"Now!" The Doctor shouted, and bolted to the door. It opened automatically to let everyone out, not that everyone was so willing to leave. The Doctor locked it with a device of his own. The scientists here weren't the only ones who had advanced technology. He was given a look that wanted to know everything about it.

"It can open and close just about anything that doesn't have a deadlock seal." The Doctor said. That was all, just in case they tried to copy it. He put the device back into his pocket, and led onwards.

They could hear the creature coming after them, its stomping feet following them. It had to keep stopping every few minutes.

"Sounds like we have time." The Doctor peered down the wide hallway. At the end was a silhouette.

"I don't think he's used to running around like this. We can probably talk to him when he gets here." Caroline said, being unusually calm about the whole thing. Working in close proximity to a whole bunch of aliens and monsters would do that to you.

"He's a criminal and a murderer. I doubt he'd want to talk to you." GLaDOS folded her arms, not taking any other opinions on the matter.

"I want to solve this peacefully." The Doctor said, "Talk like that won't help."

He waited, as the Slitheen ran up to them on all fours, steadily slowing down as it reached them.

"Out of breath?" The Doctor asked, innocently.

"A little. I'll...I'll be with you in a few minutes. Then we can get on with...with this." Wheatley said, holding up a three-clawed hand, using the other to steady himself on the wall beside him.

"We don't have to. Could just sit down, talk for a bit. Other things." The Doctor suggested.

"It's fine, really. I'm on it, I'm completely up for it. Just...five minutes."

It was almost pitiful, watching him. He was supposed to be a creature built for hunting prey, but here and now was the exact opposite.

Caroline went over and placed a hand on his shoulder, making sure that he was actually okay. She seemed to be one of the only people that liked him. He was still breathing heavily and resting on the wall. Round black eyes looking at the other three.

"You ran off and some instincts kicked back in. Don't know where they came from." Wheatley explained, "It was like I had to follow you. Good thing I knew where you were."

The Doctor didn't have any reason not to take him at his word. Wheatley was the type of person you could probably take at face value. In a sense. GLaDOS didn't seem convinced. She really didn't like him. The feeling was mutual, so it appeared.


Back at the central chamber, GLaDOS had changed back to the lobster-fish alien form that The Doctor had only seen her in once before. The two monsters weren't fighting yet. Luckily.

The trio had also returned from the test chambers, looking tired.

"You better not have laid a single claw on her!" Rick shouted at Wheatley upon seeing him, "Or we're going to have a problem."

"No, I haven't done anything." Wheatley replied, preoccupied with one of the monitors in the chamber, and all of its switches. He tapped a part of the screen with a claw, and stabbed a few buttons, "I mean I did try and chase them but.. let's not talk about that."

"No, let's talk about it."

"Why not?" Rick asked.

"Yes, why not tell us what happened?" Fact agreed, and the trio looked over at GLaDOS and Wheatley expectantly.

"He's supposed to be capable of hunting people down but that doesn't seem to be the case." GLaDOS said, with a hint of smugness in her voice.

"Well, I haven't had to do it in...years. I'm not prepared for it, am I?" He protested, "Give me some time and I will- I'll be ready if it ever comes up."

"Right." Rick said, like he didn't believe him.

"What do you mean 'right'? I will!"

"I doubt it."

The debate continued in the background, as The Doctor sat on the metal stairs, next to Chell. She was looking up at the ceiling. At a gap in the wires, a gap in the ceiling that peeked out at the sky.

"You were trying to get out of here, weren't you?"

"I still am, when they've stopped talking. She's tired of me by now- I have too much 'tenacity'." Chell looked at The Doctor's expression, "I never give up."

"Ah, right." He paused, "Where are you heading, then? When you leave."

"I don't know. Wander. Look for a place to live. Anything."

"Well, there's a lot to see out there. Sure you'll find something."

"Maybe I will." Chell smiled.

The Doctor smiled back, and stood up with purpose.

"Right. What do I have to do to get a tour of the place?"


A/N: Some crossover AU character trivia:

- Everyone in the old lab knew about the aliens/monsters except for the CEO (Cave Johnson). Nobody bothered to tell him.

- Caroline was indeed responsible for hiring Wheatley, although whether his qualifications were faked is yet to be determined.

- Speaking of Wheatley, he knows more about commercial/business laws than he lets on. Managed to get the lab out of a tight spot once or twice.

- Rick was woken up from hibernation when Aperture started building their testing spheres. He wasn't very happy about it.

- Fact eating people that disappoint him happens more often than you'd think. Nobody that works under him is told that, of course.

- Space was adopted by the rest of the group because of his sheer enthusiasm. He helps when they can't understand human things, as well as assisting them with projects.

- GLaDOS showed up just before Cave Johnson's death. She adopted the name for the lab's new AI as a way to get around loopholes to run the place. Caroline wasn't impressed.

- Chell worked for the lab, at some point after GLaDOS took charge, and is the person to go to for testng of any new devices. Her testing helped to improve the Portal Gun.