WELP here it comes. I tried my damnest to keep these two morons in character, BUT, it may be a little OOC. I'm not sure. An attempt was made. LOL. I can't help that I feel so damn bad for GLaDOS based on what we learn about her in Portal 2. ANYWAY, enjoy chapter 3! This one was mega fun to write!

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Wheatley really thought about asking her to install some kind of internal clock. He really wanted to know just how much time passed while he worked away in the facility. He spent quite a bit of time with Atlas and P-Body, watching them run the testing gauntlets and be promptly, forcibly, disassembled at the end. Occasionally, GLaDOS would be feeling generous and would give them some time to goof off under the guise of "enrichment." She had a number of things set up for them to do in their own little corner of the facility. She had constructed a number of rooms with different enriching activities contained inside and this is where they went whenever she gave them free, unexploded time. Wheatley noticed their favorite thing to do was sit in front of the television and watch whatever programming was on at the time. He noticed it always seemed to be something different. Atlas liked action movies and would occasionally stand up and start reenacting whatever scene was on at the time. P-Body, being the more sensitive of the two or perhaps more childlike, Wheatley couldn't decide which it was, liked animated movies and cartoons.

"Whoever this Disney chap is, he has got to be flippin' loaded by now. His name's on everything' we've seen so far today." They were watching The Little Mermaid. Atlas, bored to tears, was dozing off on the floor, while P-Body sat close to the screen with rapt attention. "Mate, might wanna back up a little. You'll burn the screen into your bloody optic. Not fun."

"Up where they walk, up where they run
Up where they stay all day in the sun
Wanderin' free, wish I could be
Part of that world

What would I give if I could live out of these waters?
What would I pay to spend a day warm on the sand?

Bet'cha on land they understand
Bet they don't reprimand their daughters
Bright young women, sick of swimmin'
Ready to stand"

While the song was playing, Wheatley had pretended not to notice the camera quietly chirp to life on the wall behind them. He made no move to make eye contact with it or let on that he had heard it. He kept his eyes on the movie. He heard it shift, scanning the scene and taking in the music. Knowing exactly who was on the other end of the camera and her penchant for music made him sad. He wished she could be in there with them watching the movie. He imagined she'd call it a ridiculous waste of time, and yet she'd tune into every song. Once the song was over, the camera lay still on the wall once more, and it was here that Wheatley took his leave. "I'll be back in a bit, enjoy the rest of the movie! Do let me know how it ends!"

"Hello!" He made his way into GLaDOS' chamber.

"Back so soon? I thought you were with the co-op bots. Don't tell me they're bored already. Or do, that gives me an excuse to put them back to work."

"Yeah, that I was. Was me that got a bit bored though. They're just watchin' a movie about a mermaid. Do not understand what all the fuss was about."

"Mmm. I try to keep the programming interesting. I have access to the entire cinematic canon of the human race up to now. Television shows require more satellites than I care to spend effort on for the time being."

"You ever seen the movie?"

"I have the files stored, so I guess you could say yes. I've "seen" them all." He didn't expect her to admit she had joined them. "What can I do for you?"

"Well um. I was just sittin' there thinkin to meself. Um." This was going to go one of probably two ways: Completely sideways or fairly well. "I felt bad you couldn't join us, so I came to see you. Figured maybe you and I could spend some time together."

"You what…?" She looked up at him, and that was the first time he had heard genuine surprise in her voice.

"That a yes then?" He watched her stare at him, and then saw her shake her head, clearing something from her mind.

"As riveting as I'm sure it would be, I don't have time for idle frivolity. I have work to do." She angled her body away from him.

"Come on now, love. Surely it can wait a bit?"

"It can't."

"You work entirely too hard, you know that?"

"And you didn't work hard enough. You of all spheres should know what it's like to run this place, even if the direction you were taking it in happened to be straight into the ground."

Wheatley sighed, finding this to be as good a time as any to approach her. He moved into the room a little closer to her. She hadn't turned completely away from him, so he figured that was a decent enough sign. "Listen, I've been visiting you for quite some time now, and I honestly don't think you're as tip top as you claim to be. I mean come on, hanging down toward the floor, speechless, singing to yourself? What's really goin' on with you, love? You can tell me, I don't think there's anyone else listenin', Matter of fact I'm about 80% sure."

"Two things, metal moron. One, what gives you the consistent audacity to speak to me in such a way? Two, even if there were anything to say, what makes you think I'd tell YOU?" She was as close to him as she could get from where he was. This time, he decided he'd risk it.

"You seem to forget that for a time, I WAS you. In a sense anyway. Technicality. I wouldn't say that EVERYTHIN' makes sense these days, but I was in your shoes for a time. Ghastly place, honestly, do not recommend it. Way too many things to think about all at once. Overwhelmin'. Would not repeat."

"The fact that you would even presume to know what it's like to be me makes me sick. You have NO idea what I've b-" She shrunk defensively. He thought for a moment she might lash out and knock him off his rail, but she didn't. She continued to glare at him through a narrowed optic. "What you should ALSO immediately recognize, is how dangerously close you are to being catapulted right back into the void I pulled you out of."

His optic detected that her chassis was quivering ever so slightly. He was unsure why. It could be that he was getting closer to figuring out what was plaguing her. It could be that she was so furious it was causing a physical reaction. Both were equally likely at this point. Her voice had shifted. The autotunes of her voice had fallen away, and she sounded human again.

"GLaDOS, it's okay. I'm not trying to take over again. Promise. Cross my heart, if I had one, that is. Cross my, um, smooth roundy bits." He shook his optic, "But seriously. What on earth are you tryin' to prove by being so bloody defensive all the time? Who's watching you? I guarantee you whoever you thought was watchin' you is long dead by now. No one here is gonna judge you. 'Cept maybe the garbage chutes but they judge everythin'. Literally in their design to keep an eye on weight and capacity. Um. Seriously though. NO one is keepin' tabs on you. Just tell me what's got you all bothered lately."

He watched her optic relax, and angle itself somewhere that wasn't on him. He was silently thankful to not have her piercing gaze on him anymore, but fearful for what may happen next. He didn't expect to probe her, at all. He expected to take whatever flippant answer she gave him for the day, and zoom off to some remote corner of the facility. But something inside him was feeling bold today. What else was there to do, after all? He saw her chassis droop a little, and she muttered something beyond his range of hearing. For as massive, ever present, and controlling as she was, she sounded awfully small in that moment.

"What? Sorry, couldn't quite hear you…" he recoiled as she flew up toward him angrily

"I'M BORED!" He voice echoed throughout the whole chamber, and surged through Wheatley's tiny body. Her projection was unparalleled, and he imagined if she wanted to she could yell at someone across the facility and they'd hear her. "Did you hear me that time, you little reject? Is that good enough for you that I might reduce myself to someone of your size?"

"No! I mean, Yes! I mean," He opened his optic to face her, realizing that she hadn't swatted him off the rail yet. "Bored? You?"

"Surprised?"

"Tremendously.."

"Good. That's a thing you know now. Add it to your tragically short repertoire. Now, if you'll do me a favor and get out of m-"

"W-wait, wait! Don't send me away just yet! Maybe I can help?"

"Hmmm," She shifted her head to the left, "Enduring boredom so bad it's making me question my mental faculties," She shifted her head to the right, "An endless stream of bad ideas and limited intellectual capacity," She looked back up at him, "I can't actually decide which is worse, and both of them are arguably NOT better than nothing."

"What's got it so bad, then?" He shook off the insults. This was huge.

"Think about it, Wheatley," He stared directly at her, having never heard his name come from her audio output before. It was jarring enough to set his normal jittering and babbling to rest. "You know what my days used to be like? I just tested. Nobody murdered me, or put me in a potato, I just tested. Endlessly. When you had your little escapade, I was able to leave this chamber, alive, for the first time in god only knows how long. The human and I were fighting for our lives and my return to power of course, but I was MOVING. Seeing things other than this chamber with my own optic instead of through cameras. I learned things about this facility, and myself, that I never knew I never wanted to know. But now I do, and I can't delete them. Believe me, I've tried. I've tried thousands of times now. How exactly does one go back to "normal" after that? Nothing is working. I don't." She paused. It was a long time before she spoke again. "I don't…..want….. to…...test….. anymore." The words dragged themselves forth from her vocal output, each one seeming to take more effort than the one before it, and then the zap of electricity was heard. The immediate punishment response. Small sparks coursed along her body and she screamed. She hung down toward the floor, panting.

"What exactly was so hard about telling me that?"

"What EXACTLY about the electric shock was difficult for your feeble brain to grasp?!" She snapped. Her voice was pained.

He knew the dual answer. She of all people was far too proud to admit anything was wrong. Simple, really. But now as he looked at her he couldn't help but feel his nonexistent heart break for her. Is this why she was so monstrous all the time? "You not wanting to test anymore is proper terrifying. How can I help you?"

"You can't. I can't even help myself, how could you possibly help me?"

"Surely there must be somethin' I can do. you didn't seem too bored when we played chess. Or when that gel sent me bouncin' around like a loon. What about those times? Um. What about when you sing? Are you bored then?"

"I sing because it helps me fee-" her optic narrowed, and she looked up at him. How exactly did he manage to almost open her up every time? The only probable solution was to lock up tighter, she figured. "Access denied. You are woefully unqualified to receive that information."

"I didn't ask WHY, love. You just sorta told me that all on your own. But it's okay. I'm sure I can come up with something. Just gimme time. I know I can do it."

"I'll have fire extinguishers ready." She was forcing herself back up into her default, deadpan state. Wheatley tilted his optic, looking down at her.

"Hey," he sighed. "Come on sweetheart, don't fret. It's not like you're all alone." At the utterance of the pet name, he heard her fans rev up a little. She didn't move though…

"Sweetheart," She thought to herself. If she had a gag reflex it certainly would have triggered. And yet, there was something about the way he said it. She hated how it made her feel deep down in her core. She was tingling in places she'd long forgot she had, and she felt her core temperature heat up a few degrees. She felt compelled to tell him how she had been feeling. The words rose to the top of her task priority list. Again, and again, and again she forced them back down like bile rising in a throat she didn't have. Each time, a small part of her longed to spill the painful truth she had been living, for someone to understand her. She was losing this battle, and she could feel it. Damn you, Caroline…

"I'm trapped…" the words finally slipped out, barely a whisper from automated lungs. GLaDOS wished she had a tongue to bite clean off so she could just die like everyone else.

"What? Didn't quite catch that. Really should speak up when you tell me something important that way I don't have to ask again. I know you hate repeating yourself and all that."

"No. Nonono I'm not repeating anything. I don't owe you a damn thing and I'm not doing this anymore." Forcing her humanity back into the foul cage she wished it would stay in, she was swaying back and forth, irritated. "Go away. Leave me alone."

"But I just-"

"Would you prefer an escort to put you on the fast track out of my sight? I said LEAVE." She reached for him with one of her claws, but he was faster this day. He ran from her, only stopping to look back when he was sure she couldn't reach him anymore. He stared back at her chamber, sighing.

"You can push me away all you like love. I'm not givin' up on you. We're all stuck down here together, we may as well be honest with each other." He sighed. "That's why you're so flippin' mental all the time, innit? Hmm." He whirled his own optic around. "Speakin' of mental, Never in a million years did I think I'd ever see a side of you like this. Makes me feel like a right prick for all the things I said..." He looked up at the ceiling. "Maybe I really did die up there." He sighed and shook his optic. "Oh love, what am I gonna do with you?" He couldn't find anything in his files, or anything in his current task list that explained to him why he cared. He only knew that he did, and that he couldn't believe that he did. He wondered if he was poking a hornet's nest by inching ever closer to HER. He felt his processes slow and begin to lag, and he thought it best to stop thinking about it for the time being.

He didn't know she could still hear him, having switched on one of the cameras nearest her chamber...

Wheatley drifted along his rail, musing briefly about what it might be like to install a rail specifically for GLaDOS to move around with. She was awfully sleek, but she was also awfully heavy. It was just how she was built. Probably not the most effective option. His thoughts drifted to her, trapped, all alone in that chamber. He had thought about it when he sat watching the movie with Atlas and P-body, but knowing that she felt the same added a new level to the amount of brainpower he had to devote to the matter. He supposed anyone might be a little batty if isolated for long enough. There had to be a way to get her out of there. Maybe they could even find a way to explore the surface world around the facility. Chell did it after all, with her two legs, two arms, her ambulatory skeleton, and her….

"GLaDOS! GLaDOS listen to me!" He flew into the main chamber, and she whipped around to face him,

"Calm down, idiot! What's going on? What's exploding?" her optic flickered and shuttered wildly, scanning him for damage.

"I have an idea! I think I know how to help!"

"Oh my, that is a catastrophe. I-"

"N-no no, listen! What if you make us human bodies? Then we could move around the facility! We could even get out of here and go see what's goin' on on the surface!"

"What a horrible idea. You seem to have forgotten the nuclear explosion part of the deal."

"What about when you were dead? Sure there's something, some kind of, I dunno, autopilot you can manage?"

"Even if that were true, where would I just conjure up two new human bodies? I know how humans make more humans, and frankly it's ridiculous. It's not like I can just gro-" She froze in place, and Wheatly noticed a new, devilish flare in her optic he didn't recognize, "Grow them?" She chuckled incredulously, "Truly, why couldn't I? Genetic mapping and splicing, zygote harvesting, embryo development, I have preservation tubes ready,"

"I have no idea what any of that was, but it sounds scientific!"

"Wheatley, did the nanobots repair some of your bad idea generators when you were in the repair bay? This might actually shape up to be the first halfway decent idea you've ever had. And I do mean ever." She looked down, suddenly becoming lost in her devious thoughts, "And even if it doesn't work, who cares? It's something new to try. For science." He noted how wide her optic was. He'd never seen it like that before. There were lights on her chassis that he'd never seen blinking before, indicating her CPU was firing what he could only imagine was endless information at blistering speeds. She was practically glowing.

"Just a bit of a shot in the dark, has ANYONE ever told you you're like a mad scientist? Like with the, with the lightning, and the reanimating the dead, and the cackling?"

"Maybe. I couldn't hear over the neurotoxin flooding the room."

"Mad. She is actually bloody mad." Somehow, he found it in him to chuckle. "Well, um, can I help then?"

"Yes, Igor. Actually you can."

"Ahh, Igor, bit of Frankenstein humor, genius. Mad Scientist. I get it."

"You know Igor wasn't actually in the book. You should read it sometime."

"Who says I haven't?!" She stared at him. He was momentarily distracted by the blinking lights all over her. "Well I read a little. Skimmed it, really. CliffNotes and whatnot.."

"The equivalent of an inebriated college student the day before a final exam. Hmm. That makes some sense, I suppose."

"So! What can ol' Wheatley do, eh?"

"I need you to harvest some DNA from the humans. Any one will do, I'm going to modify it anyway. Think of it as more of a template. Like my turret template. You know, the one you and Chell ruined so handily."

"Chell?"

"Mmm. The human you and I took turns running around with."

Ohhh right right. That was her name then. Huh. Unique I suppose. Chell. How come she never told me that? She never told me anythin'"

"Selective mutism. She was born with it."

"How… How d'you know that?"

"Remember how I told you I learned things about myself I never wanted to know? Let's just say I've been involved with Aperture Science for a long time, and leave it at that, shall we?"

"How long, exactly?"

"Be a good metal ball, don't make my life harder, and I might just bother to tell you more about myself and what I've learned. Or I might let Atlas and P-Body use you as a volleyball until they get bored. I designed them never to get bored by the way. Both probable outcomes."

"Proper devil, you are."

"Just for you." The flirty upturn in her voice made his gyroscope flip flop. She was toying with him just because she could, and he couldn't find it in himself to hate it.