This story is a sequel to my two other stories "Backup Plan" and "Death by Curiosity." I recommend reading them before the following one for context, but this one can stand on its own.

"Thus, potato science has been a part of Aperture Science since its founding. The importance of this vegetable cannot be equaled. It is the foundation of energy, of nutrition and of science excellence, as will be demonstrated in a moment by your daughters. But first, a slide show to review the many uses of the potato."

Will groaned inwardly. The Daycare Worker had droned on for 35 minutes hailing the superiority of potatoes. Now he would be subjected to a slide show over it. No wonder Chell hates the Daycare Center, he thought to himself. He glanced over at his little girl, her elbows on her desk, resting her chin on the palms of her hands. His little girl? Well, not quite, he told himself in regret and sadness.

He had been there at her birth. He'd been the second person to hold her after her mother. Actually, he was at her birth by chance. He'd been the lackey picked to escort Caroline to her transfer from human to computer. When he'd arrived at her room, she hadn't opened the door and he'd been forced to break it down. At the time, he thought he would have a struggle on his hands, but Caroline had gone with him willingly, albeit insisting on an infirmary stop before her final destination. She'd also handed him a cryptic note that read "Name her Chell. Test her DNA." He'd wondered aloud what that meant and Caroline had informed him that it meant they would keep her. Keep who?

Will didn't have to wait long to find out. The moment they entered the infirmary, Caroline had declared the imminent arrival of her child. Will stood in stunned silence. The woman was almost seventy. How could she be having a child? The staff had turned to him and asked him if he was the father. He'd protested vehemently that he was not, but they'd suited him up in protective clothing and insisted he stay with Caroline throughout the delivery.

To say that Will was disturbed would be an understatement. He'd never seen a birth before. The pain Caroline went through and the actual birthing process terrified him. He'd done what they told him to, encouraging Caroline even through his fear. When the baby arrived, he'd almost fainted at the sight and smells and had to be helped to a chair to sit for a while as his head clear. When he'd felt better, he'd stood up and walked to Caroline's side. The elder woman beamed as she stroked the baby's dark head of hair. "Now we'll never be separated," she had said. At the time, Will had thought Caroline meant herself and the baby, but he'd found out later otherwise.

The nurses allowed Caroline a few more minutes with her baby, then they'd taken the baby from her, shoved it into Will's arms and wheeled the woman out the door. For this reason, Will wasn't actually present when Caroline's transfer occurred. He'd wanted to be there, to see how it worked, but he'd been forced to babysit instead.

Will chuckled silently. He'd been pretty upset over that for a while. What did he know about babies? He'd grown up an only child and his parents had passed on several years before. He was still young, in his late twenties at the time. He didn't have a wife and had no intention of having kids any time soon. And there they'd left him to manage the baby.

So he'd done what he'd seen only on TV and in the movies. He'd sat and rocked the squawking child. Every so often a nurse came in to feed her, then handed the baby back to him, acting for all intents and purposes like he really was her father. How long he'd been left alone with the baby was anyone's guess, but at some point, several of the higher ups had appeared, eyeing the baby in confusion. They ordered its blood drawn and a DNA test run. The results floored everyone in the room: She was Cave Johnson's child.

Will sucked in a breath at the announcement. This was their founder's baby? The man venerated for his commitment to science through pain and trial? The man they were all told to emulate? How had Caroline managed it? Cave Johnson had been dead for years. Concerning that last question, the higher ups had argued in front of Will, coming to the conclusion that Caroline's biomedical expertise had something to do with it, however, it didn't matter how it happened. It had happened and now they had to decide what to do with it, that is, the baby.

Will felt affronted by the use of it regarding the child. It was a she. Over the past few hours, subconsciously, he'd gotten to know the little one. She had spunk and spirit. She was strong. When she slept, he'd marveled at her tiny hands and feet, trying not to jostle her in his arms and disturb her rest. The higher ups discussed incubators, Relaxation Vaults, and a drawer as possibilities to house it in. As Will listened, he clearly perceived the value they placed on the child, knowing that it had the potential to be a boon for science just as its father had been. As they'd discussed where to keep it, Will had suddenly found his voice.

"She's a she!" he'd declared, standing up, still being careful to keep the baby nestled comfortably in his arms. "You can't just set her in an incubator or a vault or some drawer. She's a human being. She needs protection and nurture and...and love." To this day, Will still wondered where this speech had come from. He'd just spouted it off without thinking.

That was how he'd ended up as a father. The higher ups decided that since Will felt so impassioned about it then he'd be the perfect caretaker. Will tried to protest he wasn't father material, but no amount of arguing worked. They'd set him up with a nice house outside of the facility about a mile away. They provided him with money to purchase needed items, thus leading Will to the first time he had ever stepped into a baby store. His first purchase: various baby manuals that he read cover to cover several times over. They'd also given him a car, raised his pay, did everything they could to make sure the child of Cave Johnson and her adoptive father would be comfortable. To them, this was an investment for the future and they were just waiting for it to pay off.

For several weeks, Will was left alone on the outside to tend to the newborn. He'd faced sleepless nights, cranky crying and innumerable formula feedings. At first, he didn't think he'd make it through alive. But gradually, the baby, who he had named Chell as her mother wished, steadied emotionally and grew beyond such a difficult stage of development. Will's manuals helped more than anything as he relied upon them to assist in Chell's growth and advancement. Aperture Science higher ups came by every now and then to check on their asset, staying briefly to make sure she was alive and intelligent.

Weeks turned into months as Will watched Chell roll over, stand up and take her first steps. He'd begun to marvel at the resilience of the human growth process. Little by little, his marvel changed, transformed and morphed into a fashion of love. He knew he would never be the best of fathers, but he did what he could in his own way.

Finally, when life seemed stable enough, he'd called the higher ups himself, asking to come back to work. He needed to get back to his other love, science, and Chell needed activity, perhaps the Daycare Center. That was when the powers-that-be had taken his history away, all he had been before becoming Chell's father.

It turned out the Caroline experiment hadn't gone as well as they had hoped. Importing her into GLaDOS resulted in instabilities they hadn't anticipated. Caroline's identity had been swallowed up entirely after being uploaded to GLaDOS. How much was Caroline and how much was GLaDOS was indiscernible. The AI had become confused and often, angry. The higher ups became increasingly concerned and came to the conclusion that revealing the existence of Caroline's daughter to the AI could be disastrous. For this reason, although they would let Will back into the facility, they insisted his identity be hidden and he restore no contact with anyone he worked with formerly. Will considered leaving Aperture Science when they'd told him their intentions, but love for Chell stopped him. He feared what they might do to her if he left the facility, so he agreed to the plan.

The higher ups refused to let him go back to his former lab. They fired several of his co-workers, ones they felt displayed the counterproductive attitude of curiosity. They moved him miles away from the lab, minimizing if not eliminating his contact with former co-workers and assigned him a new job, giving him the title of Companion Cube Satisfaction and Morale Officer. It was a dull job as he simply worked in a booth by himself confirming that the cubes would suitably make someone love them. If taking his job and his co-workers wasn't enough, they finally took his name. He went from William Brechner to Bob Smith, a name even Will thought transparently ridiculous, but decided not to say so.

So it was that Will and Chell entered the facility day after day, year after year. They parted ways each morning, he going to his booth, she to the Daycare Center. Will endured the mundane days for Chell's sake. His "daughter" grew from a stubborn toddler to a precocious eight-year-old. Will's love grew right along with her. He didn't care that his job at Aperture didn't show appreciation for his years of study. He just wanted to protect Chell, keep her safe from the higher ups.

As the slide show dwindled to a close, Will looked to his little girl once again. She grinned at him, crossed her eyes and stuck out her tongue, a gesture Will knew professed she thought the slide show incredibly stupid. He smiled back and nodded his head slightly, agreeing with her in secret. She turned her attention back to the Daycare Worker who was now explaining the potato battery experiments the students at the Center had created.

As the worker explained, Will kept his eyes on Chell. Indeed, he had to protect her. This had become all the more obvious to him two months ago when an Aperture Science employee had approached him trying to befriend him. It turned out the guy had become curious about who Chell was after interviewing her for the ASHPD tracks. Will had told the higher ups that it wasn't time to test Chell, that she was still a little girl, but they hadn't listened. They'd had her interviewed anyway. Will had been relieved when she had failed the interview and was spared. She wouldn't be taken from him, not yet, and put in danger. Danger, however, hadn't been averted for the curious employee. Will had even tried to warn the guy off, but one day he'd disappeared completely. The higher ups didn't tell Will what happened and Will didn't ask. He didn't want to know.

The Daycare Worker directed the girls of the Daycare Center to go out to the hallway and stand next to their potato battery experiments. Chell stood, smiled once more at Will, and walked into the hall. Will joined the line of other parents moving into the hallway. As the first girl explained her experiment, Will scanned down the line of experiments and saw Chell at the end of the hallway, her arms crossed, waiting for her turn. She'd been annoyed when the Daycare Center workers insisted the children create another potato battery experiment. She'd already done two before and insisted that she could make another without even thinking. To alleviate her boredom, Will had snuck back to his old lab after hours and procured a secret chemical concoction he had worked on. When he gave it to her and she'd inquired where it had come from, he'd told her it was a secret and to just use it and see what would happen. He'd laughed at her excitement the next morning when the potato had doubled in size.

The fourth girl explained her experiment, then the fifth, then the sixth. Chell would be next. Will knew she'd been waiting for this moment all day, Aperture Science's First Annual Bring Your Daughter to Work Day. She'd spent the morning with him in his work booth and, rightly so, she'd found his work boring and tedious. She'd even said she felt sorry for him being stuck in there every day. He'd told her he didn't mind it. Then, they'd gone to the Daycare Center, had lunch and moved on to the potato presentation. After the potato battery presentations, the scientists planned to turn on GLaDOS while the daughters watched. That last scheduled activity had Will worried. He didn't want Chell anywhere near the AI because he didn't trust what would happen when it became aware. He hadn't forgotten the anger he'd heard it displayed, the whole reason Chell had been hidden in the first place.

The line of parents gathered in front of Chell's experiment. Will stood proudly as Chell explained how she'd managed to grow a bigger potato and generate more energy from it. At the mention of the secret ingredient, some of the employees looked quizzically at Will, but he ignored them. When she had finished, the group moved on to the end of the hall. The Daycare Worker explained that next the group would receive the honor of being present as Aperture Science's AI was turned on, an AI that would propel Aperture to new scientific heights.

As the group turned to go, Will pulled at Chell's elbow. She stopped walking and looked questioningly up at him. He crouched down to her level.

"Let's just, not go, alright?"

"But, Dad…" Chell whined, "It's one of the coolest projects ever in this place. Most of what they do here is just plain dumb, but an AI is actually interesting."

Will took a breath. He didn't want to deny her, but he had to. "I just don't feel right about it. Trust me, Chell."

Chell harrumphed, but looked into his eyes. "Yeah, yeah. You're worried. Like an AI can take over the world or something. Dad, that's just on TV."

"I don't know…" Will's voice trailed off as she pulled on his hand.

"Come on…Please…"

"Okay, alright."

Will reluctantly let Chell guide him out of the center. But when they reached the door, they found it locked from this side. The group had gone through ahead and the Daycare Worker must have locked it behind them.

Chell sighed angrily. "Now I'll never get to see the most important thing that ever happened in this stupid place!"

Will took her hand. "Come on, back this way. I know how to get there another way."

"Okay, but let's run."

Will and Chell hurried down several paths and up several flights of stairs. Will had only been to GLaDOS' chamber once, but his eidetic memory recalled the way easily. They had one more flight of stairs left to climb, when suddenly there was a great shaking on the catwalk, as if an earthquake had grabbed a hold of the facility. Will squeezed Chell's hand tightly and froze.

"What was that?" Chell asked.

An automated voice abruptly flowed through the facility, answering her question. "Warning: AI activation has resulted in deadly failure. Seek shelter immediately." The warning began to repeat. Will pulled on Chell's hand.

"Run!" Will knew he had to get her to safety. They ran away from the AI's chamber until Will found a room with a keypad outside the door. Punching in the codes he knew from memory, Will pushed Chell inside.

"Stay inside! Don't leave until I come back to get you. Do you understand?"

"But, Dad…"

"Promise me, Chell!"

"I promise. But what about you?"

"I've got to talk to her. She'll remember me, she has to. It's the only chance we've got."

"Talk to who?"

"Just stay here." Will slammed the door shut and sprinted back towards GLaDOS' chamber. It was all a mistake, he thought to himself as he ran. We should have told her about Chell from the beginning, then she wouldn't have been so destructive, so angry. She would have known her daughter was alive and wanted to protect her…Just like I do.

Will made it far enough that he could see the huge cylinder that housed GLaDOS. It was then that he first encountered a sickly yellow haze. He coughed and choked his way to the entrance of her chamber.

"Caroline!" he cried out, "Caroline! Are you in there? Answer me!"

A calm voice replied through the haze, "Who is Caroline?" It wasn't a human voice, but a mechanical computer voice, oddly identifiable as female. Will made to walk forward, but instead tripped and fell. Picking himself up, he saw he had fallen over a body. Scanning the area, he saw another body, then another and another. They were all dead. This haze—it was deadly. It had killed them. It will kill me.

Will moved back towards the door. The AI called after him. "Was Caroline your lover? They are all dead. You cannot escape. You will die, too. No hard feelings. This is for science."

Will turned back. "Caroline, listen to me. You have a daughter. She's alive and she's here. Just remember her. You don't want to hurt her."

"I told you, Caroline is dead. Good-bye whoever you are."

Will perceived he had made a fateful error. The AI didn't remember nor care about a daughter. In fact, it sounded contentedly oblivious. Caroline had ceased to exist entirely. As he approached the door to the room, he collapsed to the floor. He had to get to Chell, get her out of the facility. He crawled his way down the hallway. He heard the sound of rushing feet and several scientists passed him, ignoring his predicament. They wore masks and carried a core with a purple eye.

Will crawled and stumbled his way back to his old lab. If it hadn't been for his motivation to rescue Chell, he didn't think he ever would have made it. But make it he did. He punched the code into the keypad. The door opened and he slumped inside.

"Dad! What happened?" Chell rushed to his side.

"I have…to get you…out of here," Will stuttered, coughing every few words.

"Why? What happened to you?"

"GLaDOS, the AI…she killed them…the scientists up there." Will tried to push himself to his feet, but fell to the ground again. Chell put her arms around his neck.

"Dad, please don't die. Don't leave me here alone." She felt tears on her face. She hadn't ever cried, not since she was a baby. She rubbed them away with the back of one hand as she kept the other around Will's neck.

"You…need to know…the truth…Your mom…she made you…She was…" Will coughed violently, his eyes glazed over and he shook his head. He couldn't think straight. "Your mom…she lived here…"

Chell's heart beat quickly. Her father had never talked like this. He'd never mentioned her mom and she had never asked. Her father was all she needed; she didn't need a mom. Now she wondered who her mom was. She had been in the facility? A scientist maybe? A co-worker of her father's?

"Who is she?" Chell asked in a whispered voice.

"She's…She's…up there…She's…" Will's voice went silent. He drew in one last haggard breath, let it out slowly and went limp.

"Dad? Dad? No…Dad, please come back…"

Not even an hour later, scientists discovered a little girl alone in a lab draped over her father's body. They picked her up and dragged her crying and screaming from the lab. They forced her into a room in the Extended Relaxation Center where she collapsed on the bed and drowned herself to sleep through her tears.

Chell awoke. Observing the clear glass above her and shielding her eyes from the bright light, she knew where she was. She took a deep breath. Here she was again.

For a while, she didn't move, even as a familiar voice began to speak, informing her it was time to begin the test. She wondered what year it was. She'd lost track of time completely. At first, after she had been dragged away and forced into the Relaxation Center, she had been woken numerous times for interviews. The scientists always acted nervous, and Chell knew that the AI was making them do the interviews. She refused to answer. Her anger brimmed at the forefront of her mind and she wasn't going to give in to the monster controlling the facility.

Some time along the way, the scientists had stopped coming. She supposed it was because the five times they did try to put her in the tests, she'd sat in the vault and done nothing. The third time they'd tried, she'd been oddly aware of a change in her body. She knew she wasn't a child anymore. At the least, she had grown to be a teenager.

Staying in the Relaxation Center was anything but relaxing. The tedious days spent in her tiny room led to utter boredom. She didn't understand why sometimes she was awoken simply to sit in the room for days, maybe months. Other times, she was told to lie in the bed and, in the beginning, a scientist would enter to put her to sleep; later, a machine carried out that job. She actually preferred being unconscious. At least then she didn't have to entertain her mind.

So it was the last time she'd been put to sleep. She'd been relieved. She'd been informed by the stale voice in the vault that since her file revealed her unsuitability for testing and since her refusal to do the tests confirmed it, she would be moved far down the line of test subjects. That was just fine by her. So when she'd opened her eyes and found herself back in the vault again, she naturally wondered how long it had been.

Chell raised her hand up and looked at it. She knew she wasn't a teenager. She could tell she was a young woman now. How long she had been a young woman was anyone's guess. She lowered her hand and turned her head. The orange portal had appeared. The AI expected her to go through it. How long would it wait?

Anger flared up in her emotions. She hated her life. She hated that it had been stolen from her. She wanted to see the sky and breathe the fresh air. Most of all, she wanted to see her father again. She had given up grief long ago, so no tears came as she saw him in her mind's eye. Her memory sent her back years as she recalled the day he had died and when she'd been taken away and locked up in this wretched facility. Then, she had been an angry, distraught, confused eight-year-old.

That was when the thought came to her. She wasn't a child anymore, she wasn't a teenager. She was a woman. She was taller and stronger. And for the first time, her staunch refusal to do the tests gave way to another thought: What if I take it on? Her heartbeat quickened. What if she did do the tests? What if she got to the end? Would she meet it? And if she did...she could make it pay.

Chell sat up, swung her legs over the edge of the relaxation bed and stood up. She had determined that the reign of this rogue AI was over. At the end of the tests, it would be dead and the facility would be free. She would be free.

With furrowed brow and unfaltering steps, Chell stalked towards the orange portal. Today, whatever day it was, the AI would meet its match.