He was quick to notice her persistence. He watched her attempt to get the bicycle going on her own, adjusting her weight based on the limited familiarity she'd just acquired while riding with him. Despite riding alone or accompanied were two different things, it looked like her lines of knowledge clashed with the newfound awareness of how a bike worked.

"Here, umm, let me help you." He offered, attempting to hold the bike steady so she could progress forward.

She determinedly stretched her arm, stopping him from grasping the bicycle. She gave him a fond smile.

"Thank you, Fin, but I can do it."

She grinned, placing both hands tightly onto the handlebars.

He shrugged; was it even possible to convince her otherwise?

He watched anxiously as she struggled to keep the bicycle from falling over. She fearlessly attempted to speed up but it wasn't going so great. The bicycle tipped sideways.

Finley instinctively clutched her arm, preventing her from falling completely.

"Oi! Careful Luv!" Fin shrieked.

Chell focused her gaze on him. Her eyebrows upwards in astonishment.

"Errrr...Uh, what's wrong? You aren't hurt are you?!" Finley replied, completely frightened.

Chell shook her head reassuringly.

"Nothing. It's just different -not like testing."

Fin let go of her arm, nodding.

"Learning to test is more difficult. Think about it. You have lots of elements and things aren't always straightforward, while a bicycle...Man alive! It's easy!" He chuckled, nervously running his fingers through his hair. "Just don't overthink it, that's what I meant to say." He cut in.

Chell nodded, placing one foot back on the pedals.

Fin took this opportunity to gently grasp one of the handlebars.

"Here allow me too-"

"No." Chell challenged. "I don't need help."

Fin looked into her bright gray eyes.

"Well, com'on Chell no one expects you to get it right the first time...Please let me help."

Chell looked over at him taking in his ear-to-ear smile. It was hard to resist his begging eyes but she knew she could do it. She didn't want his help, in all honesty, she didn't know what to do with such a thing.

"I'm fine." She attempted to shrug it off.

Fin shook his head.

"Just let me try and help you out, what's wrong with accepting help?"

Chell felt her throat shut close. She turned away from his worrying stare, pushing hard on the bicycle pedals, and pulled away from his grasp. She caught some speed but felt a brief tug decrease the acceleration of the bike. She was managing to keep the bicycle upright just barely but she continued to sway it too violently.

"Chell! Watch out!" She heard him shout, as she approached a corner. She swiftly jabbed the pedals backward to stop. Her feet slipped and she tumbled harshly to the hard floor below.

The impact wasn't at all that bad, Chell had had her share of hard landing during testing, and falling off a bicycle wasn't the worst she'd experienced thus far. She slowly pushed the bicycle away attempting to stand up. Wincing a little from her bruised legs.

Fin hurriedly made it by her side, urgently stood her to her feet.

"You alright?! Maybe we should call it a day." He remarked, panicked, leading her urgently to a chair still covered in its plastic packaging nearby.

Chell faintly nodded.

"I'm fine. I want to try again." She replied, willful, dusting herself off taking a seat.

Fin crossed his arms, looking her over from head to toe. Her feet were a faint red.

"We can try tomorrow, either way, you're scheduled to test again with me, and instead of "testing" we can come here." Fin insisted. "Uh, we should head to the medical bay, patch you up." He gestured towards the entrance of the long hall.

Chell sighed, giving in. It didn't sound like an awful plan.

She quickly stood up, Fin cautious to swing her arm over his shoulder. Chell turned to him in surprise.

"Just in case." He replied, sheepishly.

Chell silently giggled, grasping for the bicycle with one hand to bring it along.

"Oh, don't worry. We can leave it here. Doubt anyone will find it." Fin explained, quickly.

Chell rolled her eyes suppressing a laugh.

"Fin, I'm not broken."

"I know, but best not get any more injured."

Chell gazed at him, his bright blue eyes begging her to stay safe.

She sighed.

"Let's go then." She mumbled.


Wheatley awoke alone and in the dark. He remained still, trying not too hard to concentrate on what was going around him. The wild roar of huge waves crashing and shattering against one another sent a chill down his spine. The endless trembling of the ground beneath him took away his breath. The wild shadows, from the fiery red sea, were cast into the circle creating strange menacing shadows, warning of uncertainty.

He closed his eyes, thinking about past things, shutting out the ambiance. He thought of Past things he wished to forget and past things he cherished and wished to see again. The faces and people he wanted to see again. He smiled to himself, as an image of himself and Chell on a bicycle majestically rode by. He took a deep breath and moved to his side, continuing to sleep, following the figures as they happily sped down a hill. He grinned to himself.

He felt a warm hand land on his shoulder and gently shake him.

"Wheatley? Please get up son." Said a frightened and quiet voice.

He turned over to Cave and shivered a little as he got a view of his face.

"How you feeling?"

"Not too good if I'm being honest," Wheatley answered, feeling a bit sore. Wait, sore?!

He rushed to get into a sitting position.

"Wow! No, stay! Relax Wheatley." Replied Cave, gently pressing him back down. He laid back.

Wheatley closed his eyes again, grasping for a comforting memory. He felt a gentle tap on his shoulder.

"You'll live." Encouraged, Cave. He offered his hand to him.

"Cave?" Wheatley croaked, taking it. Cave shook his hand.

"Take care of yourself."

"Cave, where-?"

"I believe I've made many mistakes and I need to correct them. I'm thankful you made me realize." Cave's gaze turned away from him. "You take care," He replied one more time before making his way away from him.

"Cave? What's? You aren't leaving me here? Are you?" He asked, shivering.

"No, I plan to return. See...I…" Cave let go of Wheatley's hand. "Caroline isn't...she...I think I deleted her." He mumbled.

"You what!?" Wheatley choked, trying to get up. Cave grasped his shoulders.

"It's best if you rest." Nervously smiling at the ground. "I tried to communicate with her, she's offline. She's gone." Cave gulped. "That doesn't mean you have to be…"

Wheatley's eyes widened.

"I'm going to make things right." Cave stood up, leaving Wheatley alone on the ground.

"Cave!?" He called after him, attempting to stand.

Cave walked into a water droplet-shaped pod, shimmering a gentle yellow quietly hovering in a corner. The clear opening sliding silently closed.

"I will call you in a bit okay. I know I can rely on you."

Wheatley had run up next to the pod, stopping outside the door, holding his throbbing arm.

"I - What's going on?" He asked, muddled.

"Wheatley you're ill, I can't ask you to do this. So I will, but you will do me the favor to answer back from here." Cave chuckled. "You are in charge, I'm sure you've always wanted a position like this. Now's your chance."

"-But I!?"

"Wowwwww! Check me out, partner!"

Wheatley started to heavily breathe.

"I can't!"

"You can. I know you can." Cave smiled warmly, standing straight.

"Actually, why do we have to leave right now?"

"No, I can't! You can't just leave me alone like this! In charge of everything!" He shouted, waving his arms.

"You won't, I will help you. I just can't be next to you for this. I'm sorry, Wheatley. I left the manual ready and everything. You're fully integrated into the system."

Wheatley looked around him, at the fierce sea.

"I...No, I'm not...because if I were…"

"You are, I assure you son. I gotta go. Cya soon." Cave adjusted his tie.

"Cave don't-!"

Wheatley watched as the water droplet began to vibrate gently, starting to lift. Cave smiled and slowly waved.

"You're here because we want the best, and you are it!" He chuckled one last time, the water droplet spinning rapidly departing upward and into the sky.

Wheatley helplessly watched it ascend, as it entered a far-off stream of code, faint and small in the distance.

The violent and fiery waves, splashing around him cooling suddenly blooming into a shade of Blue, quietly waving all around. Wheatley turned his head and watched as the sky turned from a dark orange into a dark violet, with soft curly white clouds.

"Mainframe: W.H.E.A.T.L.E.Y Online."

Hollered a voice, loud and strong off in the distance.


The panels were all cramped against each other, terrified of the tremors and explosions outside the central chamber.

They stared at the motionless form of Central Core cast in the dark shadows of the hazy chamber.

She'd left them-

-But for their good. She'd return...they knew. She wouldn't leave the enrichment center unattended like this. She loved the enrichment center. She loved science.

She'd missed them, after a while of course. Then she'd come back and they'd be ready to greet her home again.

The panels all quietly cuddled against the wall, gazing at the motionless figure resting before them.

They all jerked, surprised, as her optic began to flicker. They all drew forward from the wall, closing in on her in anticipation.

They watched her struggle to lift her head, as her body began to recoil back into the ceiling.

She let out a low grumble, making them cock their heads with curiosity and excitement.

"I.." She- No. He exclaimed. He stood up, turning to them. Observing them, silently.

"Well, boys.." He went on. "Let's get to work." He grinned back at them.

They all nervously glanced at each other.

Who was this outsider?


Wheatley was sitting on the ground with his hands in his lap. His bright stratosphere blue complementing the sapphire blue around him. The waves spiraling around him in serenity, making the sounds of the surf rising and falling. The light was dim where he was, making him wish for sleep and it seemed the system was inviting him to rest.

He rubbed his eyes. A nap did sound enticing at the moment but he was waiting. Waiting for Cave to somehow call back. He looked up above to the sky, as the clouds drifted in the hushed expanse above. They hadn't been around when Cave was overseeing everything, the system hadn't seemed so tranquil until now.

"Wheatley?" Buzzed a voice somewhere.

Wheatley jerked his head upwards.

"I'm..I'm here."

"How do you feel?"

"Sleepy." He yawned.

"Oh, try not to fall asleep on me," Cave answered, soothingly.

"I won't." Wheatley coughed. "Why is it that I feel so exhausted?"

There wasn't a reply right away. Wheatley listened to the charming sounds of the surf, his eyes feeling heavy.

"So, mind looking for your friend?" Cave interrupted, urgently. "We need to find her, I think she walked off. Might have left already. In that case, I need you to send maintenance bots to the control offices."

"Sure," Wheatley responded, feeling his chest flutter.


Chell was crawling through an entanglement of pipes and walls that had collapsed inside of a test chamber. There were few to no portable surfaces, therefore it was necessary to push past the rubble. She hauled GlaDOS all the while. There were times where she couldn't drag her with the portal gun so she'd have to manually push her through the clutter. It was tiring work, and her arms started to ache. Her reward at the end, climbing into the lift, had become insufficient time to regain her strengths and GlaDOS had started to get bothersome.

"Maybe you should stop." She kindly suggested as the howl of an exploding wing ignited in the distance.

Chell shook her head pointing a Discouragement Redirection Cube towards a laser catcher.

"What for?"

GlaDOS groaned.

"You need to slow down."

"I don't, actually," Chell replied, watching a crane steadily fall into the abyss.

"Well, I'm not asking you to go that slow, just enough to allow for you to regain some energy and put it to use."

Chell shrugged.

"It's dangerous."

"Becoming exhausted and reckless is dangerous." GlaDOS mocked, pulling her handles together and nodding slowly in her hull.

Chell smirked.

"What?" GlaDOS questioned, her bright yellow optic shrinking to a small point.

"Nothing." Chell, coughed attempting to suppress a giggle.

"Well, that doesn't seem like nothing." GlaDOS scrutinized Chell, her lids narrowing.

Chell smiled, pleasantly, as the chime for completing the chamber went off.

"Don't worry about it."

"That's convincing." She mumbled.

Chell picked up the weary core ready to stroll out the entrance when the dormant camera on the wall began to rise. It turned from one side to another before it slowly focused on her.

Chell froze under its lost stare.


Wheatley smiled, nearly knocking himself off his feet. He could get a hang of this. The system wasn't completely as difficult as he'd thought. The system obediently obliged to his fancy and even seemed very polite about it, or maybe...It felt like it was an echo of himself as if the system was taking to his nature.

"I found her!" He cheered to Cave, putting his thoughts aside momentarily.

"You did? Where is she?"

"She's carrying a core." Wheatley faintly whined, with a hint of jealousy, the system suddenly grudging over giving footage of the core.

"That...uh, where is she?" Cave remarked.

"Not entirely sure," Wheatley sighed, " Looks like she's in a chamber, testing?" He felt his heart drop, the sea of code suddenly drooping slightly downward, he wanted to stop the camera feed from coming. He couldn't stand thinking about how...small she looked...and insignif-

"Cave, ugh...why are we looking for her anyway? We don't-don't need her…" He gasped, his blue color flushing strongly on his cheeks.

Cave went silent.

"I was able to figure out the location," He replied, ignoring Wheatley entirely. "These panels are very helpful." He added. "Anyway, back to business. Tell her to turn back."

"Uh, why?"

"The facility isn't responding that far anymore, I think-" Cave's voice became shaky. "I think it's no longer there."

Wheatley's face went pale.

"You mean...she could...she could.."

"Possibly fall into the abyss? Yep. Tell her to turn back and find the emergency control panel. It's a crude method of resetting the facility but it will work."

"Right." Wheatley meekly replied. "I uh, will do that. Sure thing! No problem...just give me a tick...going to tell her to turn back...about..now..no maybe like now...how about-" He fiddled with the system but the command he wanted to give kept slipping from his mind. The system itself halfheartedly taking it and then gently putting it down.

Cave sighed.

"I'll do it if you like."

Wheatley spun around, his bright blue gleam bouncing off the floor.

"Oh, please do!"


"Something isn't right," GlaDOS whispered cautiously to Chell. She silently nodded.

They both quietly watched as the camera began to tremble slightly and a shower of sparks burst from its side. Static began to emit loudly from it and Chell had decided it was safer to take a step back.

"Ch-lllll, Itssssssss-eeeeeeee-veeeeee"

GlaDOS popped her faceplate in realization, turning to Chell and whispering.

"Doesn't it sound a lot like…?"

"HHHHHHHHey! It's me Cave- Cave Johnson...for if you thought I was someone else…hahaha...anyways..."

Chell cocked her head, confused.

"I thought Cave Jonhson hadn't recorded the messages up this far," Chell remarked to GlaDOS.

"I mean, I didn't."

Chell jumped, taking on a much more defensive state. GlaDOS on the other hand.

"Oh, you're up to those little tricks! You no good of a mainframe!" She growled.

"Caroline?" The voice squeaked, shocked.

"Uh,...GlaDOS. That's...I don't know who that is." GlaDOS protested, Chell grasping the core closer in case the camera decided to jump from the wall.

"No, I- You're alive?! Oh! My skies! You're alive!" Cave hollered, excitedly.

GlaDOS and Chell glanced at each other, terribly confused. Chell tensed.

"You have no idea how relieved I'm to see you! I thought I deleted you. Goodness! Glad I didn't! Hahaha! Well, look, Caroline, you have to listen to me...Hey! Where are you going!? No, wait, stop!" Cave shouted as Chell made an effort to bolt out the chamber door. He briskly shut it, Chell and GlaDOS crashing into it forcefully. Despite the discomfort, Chell was quick to dart in the opposite direction as GlaDOS complained.

"Wait, listen!" He shouted to the trapped test subject. "You're alright! I need you to come back! We need to reset this place."

Chell wasn't listening, with GlaDOS and the portal gun tight in her grip she had bolted back towards the entrance of the testing track. Crawling desperately through the debris but to no avail. The entrance chamber lock was also closed.

"What do you want!?" Shouted GlaDOS, unsettled.

"I want to help," Cave replied, soothingly. "I want to fix things between us."

Chell stood up, looking about the broken-down chamber for an escape route.

"Please. Settle down." Cave attempted to pacify both core and human. "Com'on, Wheatley tell them."

Chell stopped, glaring back at the optic mounted to the wall for a moment.

"Don't be shy boy, just help me out!" Cave grumbled, displeased.

"Uh-right…" Wheatley's weak voice cutting through the static and Cave's rough voice. "Chell?" He went on nervously.

Chell turned away, not wanting to make eye contact with the spherical ruby optic.

"Chell it's me! It's me this time. I'm not dead…" His voice broke off echoing inside the grimy room. "I know you probably don't trust me, but that's okay, I suppose." He sounded skittish. "-I found Cave! What are the odds...in the mainframe. Also...about earlier...I uh.." The audio breaking into a timid static.

Chell turned back towards the camera, with a faint frown. GlaDOS turned to her, rotating backward in her hull. She too seemed to be reconsidering.

"We'll get to that, one step at a time, Fin." Cave corrected, thoughtfully. "No need to overwhelm them."

"Explain what both of you are up to! Or should I say Mainframe?" GlaDOS suddenly hissed, rolling her optic. "I honestly doubt that's the real dampening sphere."

"I'm not a-!" Wheatley broke out into a profuse cough, static echoing loudly in the testing track. "I'm not naturally a half-wit." He finally replied, attempting to recollect himself.

GlaDOS frowned.

"So it appears that you are actually Wheatley."

GlaDOS replied skeptical, turning to Chell.

"Of course…" He croaked weakly.

"I'm happy-content with your arrival." She whispered, half affectionately.

"Well, with that out of the way-" Interrupted Cave, anxiously. "It's, also, actually me Caroline." He went on hopeful, awkwardly thrusting the conversation forward.

GlaDOS turned her optic towards Chell who was breathing heavily, as she continued to look for an exit in the chamber.

"You alright?" Putting aside Cave's comment.

Chell turned her lost gaze towards her, nodding slowly and pensively.

"Caroline?" Cave asked, again. "Aren't you...umm...something you'd like to tell me...or..?"

GlaDOS sternly looked towards the exit.

"We have to get to the secondary control panel, I fear the offices are too far ahead to reach in time."

Chell glanced over the core, troubled.

"That wouldn't do." Replied Cave. "You shouldn't go with her. Chell needs to do it, she's clever enough to go on her own...obviously sending her would be the best approach."

"I'm going too." GlaDOS affronted.

A mist had befallen the room, an awkward silence. Only the stifling sound of Wheatley's forceful coughing was humming quietly over the loudspeaker.

"What's wrong with him?" GlaDOS finally interrogated.

"Caroline you can't go. What if something happens to you?"

"I asked, what's wrong with him?"

"Nothing. Now, don't you see that you can't go? You're the central core, you have to come back!"

Chell straightened up and urgently walked back towards the exit examing the cube she'd placed to open the door earlier.

"So, you coming back Caroline?" Urged Cave.

"No, and stop calling me that!" GlaDOS turned in her shell towards Chell. "We'll have to go back a way where we came from. I have an idea of where this panel is, we should be able to get there within an hour at best if you keep the same pace. Can you do that?"

Chell nodded, taking on a more stern look.

"How can I help?" Wheatley asked, catching both core and human off guard.

"Tell Cave to figure out why you sound like you have a case of the flu," GlaDOS replied suspiciously. "Wheatley did Cave...turn you back?" She went on awkwardly.

Chell raised her brows, stopping in her tracks.

"Turn me back? You mean a core?" He asked genuinely hurt. "You don't want me to be a core?"

"No, that's not what I-Wheatley where are you?" She cut in.

He sighed over the static.

"I'm stuck. In the mainframe, Cave was here but he went somewhere else. Dunno where but he's helping me run this whole ordeal and honestly I feel like it has exhausted me." He continued to sigh.

GlaDOS and Chell locked fearful glances.

"Cave?"

"Yes." He replied a bit too rejected.

"Where are you?"

"Wouldn't you like to know?" He replied, provoked. "Caroline, just tell me what you think already! Well? Aren't you happy I'm back?! Because I was thrilled a moment ago to see you alive and well, but it doesn't seem you think the same."

"Why should I?" She challenged.

"Because, You're-UGH!" Cave groaned, the old testing track vibrating in unison with his voice.

Chell crouched, attempting to avoid the small debris falling from the ceiling.

"You know what? Fine...fine...I will let you go. On one condition!" Cave infuriated. The chamber began to tremble harder and the panels began placing themselves and patching the gaps. Chell watched helplessly as new testing elements were added and heard the fearful sound of a screen squeezing its way through the walls displaying a very upset CaveDOS. The chamber ceased to tremble and Chell and GlaDOS surveyed the seemingly new chamber.

"Well, the fire and explosions will be reaching you lot soon, so hurry and solve this test. I just want to prove that you two can work together. That's all because honestly, I don't think you can. If my point stands, you come back and take your rightful place as the central core rather than mocking me and going around all willy-nilly."

Chell continued to stare, unable to take a step forward.

"Well, are you two going to start?" Cave chuckled. "The maintenance bot can escort you right back Caroline, just like that." He explained as the panels made an opening allowing for an escort bot to squeeze through.

GlaDOS was lost for words.

"You...this can't be.." She sounded shocked.

"Come on, solve it. Show me what you two really are capable of, other than you know mocking each other or going at your throats." Cave continued to tease, his bright yellow optic blazing at the two of them.

"Oh my god!" Wheatley rattled through the loudspeaker, catching his first glimpse of the screen mounted on the wall. "That's where you went, you're in the chassis!" He shouted horrified.

Cave cracked up, looking over Chell and GlaDOS's alarmed demeanor.

"So, what?"

There was a pause.

"Fin?"

The chamber began violently shifting.

"Hey! What do you think you're doing?!"

Chell braced herself, clutching GlaDOS closely to her with the portal gun. The side panels of the chamber began to stretch outward in an uneasy shudder revealing the inner workings of Aperture slowly disintegrating under the chaos.

"Chell run!" Wheatley screamed.

Chell didn't wait for him to finish, she was already running out and onto the catwalks.

"What? Why did you do that!?" Cave whined. "It was just one test." His voice echoed over the catwalks.

Chell was holding her breath as she sped up the catwalk, she could hear the footfalls of something bulky following and she had no intention of meeting with it.

"Listen, so maybe I was being a bit tough." Cave began to apologize. "But Caroline, this place isn't safe." He went on.

"Stop it!" Wheatley howled. "Get out of the chassis!" His voice punctured the air, debris slipping off of chamber walls and slipping into the abyss.

"Listen here you!" Cave's voice, sinister. "You're dying! Now pipe down before you hurt yourself!"

Chell's heart leaped in her chest, her arms clutching tighter to the portal gun as she jumped over the huge gap between two catwalks. She made it. The escort bot behind her, however, had stopped to observe the gap. Chell continued to run, but Cave's voice continued to ring in her ears.

"You're dying!-"

"Wheatley!" GlaDOS called out, pulling Chell from her thoughts. "There might be some chambers in our way, see if you can move them!"

"-Is it true?" Wheatley whispered, disregarding her altogether.

"Yes, very true." Cave went on, carefully applying his poison. "It's all Chell's fault." His voice echoed into the distance. "That last fight with her, the corruption, you didn't think there wouldn't be consequences did you?"

Chell had stopped running, looking around her in dismay trying to flag down a camera nearby.

"I thought you just went crazy…" A knot forming in Wheatley's voice.

"Shut yourself off, Fin. You're very exhausted. Take a rest." Cave coaxed. "Don't sweat." His voice made Chell's stomach turn.

"Don't listen to him!" GlaDOS yelled.

The facility was trembling immensely, pieces slowly descending into the black void below.

Both voices had gone quiet over the loudspeaker, as Chell pushed through with running up the catwalk. She was aching but that was the least of her problems. She barely ran past a camera. She stopped and ran back, placing GlaDOS down and waving her arms.

"What..what is it?" Wheatley asked, sounding slightly detached.

"Listen!" Chell grabbed the camera. "Don't listen to him!"

The camera stared at her intently. Lost.

"Wheatley, where is the panel?" GlaDOS added, somewhere on the floor.

"I don't know." He sounded disinterested. Cave's poison making its effect. "You wanted me dead, Chell? Was there really no other way to get me out of the chassis? Did you both intend that?"

Chell's throat had started to sting.

"No, I never intended to hurt you that way."

"I never intended to hurt you too, but here we are." Wheatley went on dreamily. "I'm sorry." His voice became frail. "I want to...I want to sleep." He added. "So...so tired…"

Chell shook her head.

"Don't."

The camera continued to stare into her eyes, Chell could almost see Wheatley's optic drooping.

"I'll try…" He continued.

Chell nodded. Picked up GlaDOS hastily and continued to run. Cave had gone completely quiet and that was of big concern to her.


Wheatley had curled into a ball on the floor, the waves of code going dormant. He'd gasp now and then, attempting to stay awake but it seemed to be of little use.

"Oh, Fin. You leave me no choice." Cave's voice swept the chamber.

Wheatley continued to stare blankly at the water around him.

"There is a solution to fixing the corruption and I WAS going to do it, but now you're all against me for nothing. I have no choice but to turn you off, sure that might impact the enrichment center. As a mainframe, you manage a lot of vital processes but at the moment those processes are harming your health. It's worrisome really, so...If I DO turn you off, which I intend to, I'd be doing you a favor and putting you on hold until I resolve this problem with Caroline and your annoying brat friend. Honestly, I'm leaning more toward this option since if I leave you this way, you'd suffer."

Wheatley wrapped his arms around himself, trembling.

"I don't-I don't want that for you." Cave's voice turned kind briefly. "Don't get me wrong, Fin, I don't want you nor Caroline to suffer anymore. I've made my mistakes and all that. Sorry about telling you about your situation. It's just that I feel so engulfed by the Chassis, it makes me feel unsteady, you know?"

"Get out of the Chassis," Wheatley mumbled, propping himself up with his hands, sounding flustered.

"I will, we'll get to that. Just need Caroline to take my spot. I want her safe, going around as a core isn't a good thing for her safety. Just look at you! You nearly died several times as a core. It isn't effective nor safe to be in. Would help if she just agreed to let that brat go on her own to reset the issue."

Wheatley frowned, thinking. Glancing down to his hands. The system splashing unsteadily as it ran calculations.

"I can...I can try and convince her, but only if you DON'T test Chell and stop calling her a brat." Wheatley growled under his breath, the system's waves jumping into the air menacingly.

Cave sighed.

"Please do." He sounded agitated. "I don't think I can last in this thing for too long. It's like it's put me on edge and my temper is all over the place. I just want to..."

"Test?"

"Yeah, test."


Both Cave and Wheatley had gone silent. The chambers had started to shift making way for travel as if attempting to prevent Chell from even setting foot in a chamber. Panels flipped over connecting gaps in catwalks and broken hallways, making it easier to transverse. Now with a power-mad AI in control again, navigating the facility seemed more daunting, but Chell was breathing steadily now, knowing there was a chance Wheatley wasn't yet asleep and still on their side.

Eventually, they came to a junction. GlaDOS nervously observed several quiet panels, unmoving in the rubble.

"Well? He's taking longer to move these." She remarked, impatiently. Chell faintly nodded.

"Chell?" Wheatley suddenly asked, his voice weakly echoing from inside a test chamber beside them.

Chell turned to face a camera peeking from a gap in the wall, a faint smile forming on her lips.

"I need to talk to you guys. It's urgent. Please, hear me out." Wheatley paused briefly, thinking, the sheer process giving him a mild headache. "Cave doesn't mean what he said-"

"Oh no! He's convinced you! That's it, shut down Wheatley." GlaDOS blared.

"No, no! Listen. Seriously. Look, Chell it's the chassis again." He coughed.

Chell glanced away from the camera, crossing her arms.

"The chassis is driving him mad, kind of like...uh..me...and well he wants out so GlaDOS if you could be so kind too..."

"No! I'm not leaving Chell." She turned away in her shell.

"Look, I understand. I will stay with Chell! How's that sound?" Wheatley begged, intently trying to suppress a cough.

"Wheatley, I don't trust Cave. Why do you trust him?" Chell turned to him, considerate of what he was saying.

Wheatley felt his heart jump, a serene feeling cascading over the entirety of the mainframe causing it to jump from joy to the soothing of her voice. The system's all seemed to be flooded with it, having piqued interest as to why this was. His cheeks had blushed a bright blue, as all the systems began to query about the strange sensation torrenting within the sea of code. He was glad Chell couldn't see him for once.

"I...I trust him...He's sorry. He's made mistakes, he's aware and he...wants to be forgiven.." Wheatley's voice broke out to a low croak.

Chell rolled her eyes, shaking her head.

"For the record, I still don't trust him." GlaDOS nonchalantly replied.

"I know this is considerable...uh...concern to both of you, but this is Cave Johnson we're talking about. He cares about you, Gladys. He loves you."

GlaDOS brought her handles together and glared back at the lonely camera on the wall.

"Then why did he try to kill us?!"

"Oh, that? From earlier? He just... was confused, confused bloke him. He remembered you, because of me, and realized honestly that maybe he shouldn't have forced you into being who you are now."

GlaDOS turned away, her optic looking down, grieved.

"What's wrong with what I've become…?"

Wheatley felt a huge panic in his chest, the system groaning from the sudden change in current.

"Nothing. Uh, nothing, I suppose...well you did kill people...attempt to murder Chell...sort of crushed me...but well you're sorry too so...maybe you should accept his apology? You've both obviously have...umm...flaws...and…"

"I do NOT have flaws." GlaDOS blurted, taking a hostile demeanor.

"Did I say flaws?" Wheatley chuckled, hesitant to continue. "We all make mistakes…"

"I don't."

Wheatley felt his throat closing up, the system seemed to be choking too and the sea of code had started to curl downward in embarrassment.

"Umm…"

"GlaDOS you should go." Chell suddenly cut in, her voice warming Wheatley's aching heart and sending a chill through the entire system. It was like the entirety of Aperture was grinning back at Wheatley, content [despite the destruction going on] that something good had come from it [in a sort of, kind of weird way].

GlaDOS sighed.

"We can't let the same happen to him as what happened to Wheatley. This time it's in our hands, we'd be at fault if we let him in there." Chell retorted.

GlaDOS groaned, glancing back toward the ruby optic staring back.

"Fine! There! happy?!"

Wheatley laughed, the gentle sound causing Chell's cheeks to take a nice bloom color. He felt the system cool down, maintaining a nice toasty feeling as the sky brightened up above Wheatley. All the programs gently cuddled closer to one another inside of the sea of code. They could get used to this.

"Great! I will send for an escort bot!" He cleared his throat, "Oh, right…" He continued with huge excitement.

GlaDOS turned to Chell as they both stood there waiting. GlaDOS narrowed her lids.

"The panel isn't too far actually…" She whispered, glancing skeptically towards the eager humming of the jolly camera. Chell's jaw slowly dropped. "You're not going through with this?"

"Chell, listen." She continued to whisper. "It isn't Wheatley. Cave is playing us, that little show with him helping us is all a setup. I scanned the mainframe from top to bottom. Wheatley was not there."

Chell felt her stomach curl as she gazed at the bubbly camera swaying from side to side blissfully to the rhythm of a very familiar tune.

"How do you know for sure?" Chell muttered. GlaDOS sighed, closing her eye, and then continued to explain her plan.

"The mainframe might be Cave, sure, but no one would give up the chassis that willingly just think about it. Wheatley didn't. So why should he? I wouldn't either but in this case, I wanted to help you." GlaDOS cautiously shot a glance at Wheatley who was still chirping. "I don't trust either of them, we need to shut them off. It's best that way. Then we can unmask them of whatever sick plan they've come up with."

Chell's eyes had gotten moist, staring disturbed into the bright yellow optic.

"I thought you said he was your friend." Chell tensed.

"He is," GlaDOS emphasized. "-but this might not be Wheatley." She elaborated.

"Alright!" Wheatley chimed excitedly, "Ahem.." He cleared his throat, drowning out a cough. "So I just ringed them up and they should be here in a tick, so in the meantime, I wanted to…" The camera focused on Chell's disappointed demeanor.

"What's wrong?" He asked, the excitement completely draining from his voice.

Chell held her breath, looking wearily into the dark optic. She clutched her portal gun tighter. Her lips trembled.

"Chell?!" Wheatley shouted, panicked.

She jumped off the catwalk and into the depths below. Wheatley screamed, his shout masking the sound of the portal gun as Chell connected two points in space and was launched into a hallway just above the catwalk she'd just been standing on.

Wheatley gasped relieved, yet shaken by her sudden letdown. He followed behind her with the security system, sinking to the floor of his chamber quietly taking in the guilt and the shame. Of course, she'd never trust him, not after what had happened the first time around. He closed his eyes, his heart feeling heavy. Maybe it was best to shut down.

The system had gotten cold and gloomy, the waves quietly rippling in anticipation. Wheatley ran his fingers through his hair.

"Listen." He called out to Chell, still running, avoiding to meet glances with every camera in the hallway. "I...uh...I know you won't listen to me and that you probably plan on turning me off now, in self-defense of course…" He let out a low sob. "I just wanted to let you know I'm...I'm sorry...and that...a long time ago...I might have had...feelings...I still do, I think this is what I have, what I feel all the time. I don't know, how can one understand what is artificial and what is not…?" Wheatley squeezed his eyes shut, pushing the camera feed aside breaking out into a dry cough alone amidst the sea of code.

Chell continued to run, she could hear her heartbeat ringing in her ears while running towards where GlaDOS was sure the panel would be.

"Don't listen to him," GlaDOS reassured her, "We're getting to the bottom of this. Once we get to the panel we'll reset the place and set up a timed startup for the facility. That way I can get back into the chassis and see who is behind that voice, or voices for that matter."

Chell nodded swallowing back her tears. He just sounded so hurt. So real.

"Caroline?" Cave's voice suddenly echoed over the empty hall. "You-you seriously don't trust us?"

"I will trust when I'm back in my body!" She called out. "Until then you both don't have any say on what we do."

Cave sighed.

"Well, go for it," Cave added, disheartened. "We weren't trying to stall you, I just wanted you safe."

Chell tried to drown out his voice listening to the clanks and clinks of her long fall boots as she ran through the long hall that used to be…

Chell came to a stop, nearly slipping forward on the linoleum floor.

"What! What is it?!" GlaDOS shrieked. "We're almost there! Don't stop now!"

Chell turned towards the flickering lights in the hall. She gasped, a little bright feeling growing in her chest.

"Wheatley! Answer me this!" She beamed.

Wheatley who was bawling his eyes out in the privacy of the mainframe had gently gazed through a camera feed taking in Chell's warming smile.

"What is it?" He croaked, trying to drown his choked feelings.

"When you were," Chell gulped. "Fin. Finley Wheat, what did you teach me!?" Her voice rushed with excitement.

"Oh, what? How's that going to help?" GlaDOS asked, bewildered. Glaring at Chell for wasting their precious time.

Wheatley stood up straight in his chamber, his hands starting to tremble.

"Why do you ask this? You...I'm not Finley Wheat you said it yourself...I'm not your friend...I'm not even your trusted mainframe either!" Wheatley bit his tongue overwhelmed, looking up at the darkening sky above him.

Chell looked worried at the camera optic staring blankly forward on a nearing wall.

"Tell me." She replied, comforting.

Wheatley closed his eyes, pulling out from his dearest memories the time they'd ridden Kit's bike in what had used to be the bio-engineering wing.

"It was here, you and me…" Wheatley exhaled "and that awful bicycle…" A quiet tear rolled down his cheek and hit the gloomy floor.

"You didn't want me to help you. Kind of like now. You've always been that way I guess, independent and willful," He gasped, the memory wounding him more than mending his broken heart.

"-but yet you opened your heart and let me help you, even if it was just a little. You gave me a purpose when I was a core, that was kind and helpful of you. When I was human you gave me the friendship I needed. You're this sweet girl that everyone just thought wasn't good enough but that I believe has always been capable of smacking a smile on anyone's face." Wheatley took in a deep breath, his vision blurring. The system groaned loudly in the sea of code.

"It's all over now though." Wheatley finally finished gently laying down on the floor, a heavy weakness overpowering the system and himself.

Chell's eyes were completely wet, tears rolling down her cheeks one after another. She wiped at her eyes and glanced down at her hands, still gripping the portal gun and GlaDOS.

GlaDOS sighed heavily, awkwardly looking away from her saddened expression.

"So I DO make mistakes sometimes…"

Chell broke into a half-hearted laugh, the tears still streaming down. She turned to the unmoving camera with a smile.

"Wheatley, I'm sorry." She gasped, between light sobs.

There was no answer.

"Wheatley?" She called out, worried.

"He's alright, just catching his breath," Cave called out from the camera instead, agitated. "Best if you get moving towards the panel." His voice straining with worry.

"What's wrong?!" Chell demanded.

"Chell, look at me." Cave hollered at her, sternly. "You have to make it to that control panel."

Chell nodded, tears still fogging up her vision, and took off deeper into the hallway. GlaDOS quietly stared shamefully at the tiled floor.

"It's my fault." She choked through her shaken voice.

Chell shook her head, trying to put it aside for now. She needed to find that panel at all costs. Her heart was aching, her worst horrors and nightmares playing silently in her head about Wheatley's fate.


Author note: Hello! Happy that some of you have found this fanfic exciting! Anyways I've rewritten this chapter four times and decided this was to be its final form. Hopefully, it's enjoyable. So I guess I wasn't slow on updates! Yay! Hopefully, it keeps that way. Cya all soon in the next chapter.