As the memories began to fade, Wheatley continued to stare at nothing. Bewildered and a little bit angry, he closed his optic in frustration. A nostalgic feeling came over him, and he shivered.

You're the moron they built to make me an idiot!

At the time, he had been in control, he was the boss, when those hateful words came out of such a small potato. Although She had said it in her normal voice, he had felt as if She had shouted them at him.

Filled with rage and betrayal, he couldn't help himself as he let out all his frustration on Her. On Chell, who hadn't said a word through the entire ordeal. But that was before he knew she was a clone.

NOW WHO'S A MORON?!

His human memories began to flood uncontrollably into his mind, and he almost couldn't keep up. The laughter from his co-workers, the snickering from behind his back as he walked past them, and the absolute pain he had to endure as a science experiment.

Why would anyone intentionally engineer an A.I. that was utterly compelled to make the worst possible choices for its own well-being? It didn't seem fair, to him.

It clung to my brain like a tumor, generating an endless stream of terrible ideas.

He began to shake, closing his optic as muffled sounds escaped him. Blinking in surprise, Wheatley looked down at himself. Is this what it feels like to cry?

Suddenly, the black crow flew back down to Wheatley's level. It squawked at him again, tilting it's head to the side.

"Oh, I'm fine, mate. Just remembering some very sad things. No need to feel alarmed, but if you do feel alarmed because I'm shaking, don't worry. I think I'm 'crying' if that's what humans call it. Humans leak from their eyes when they're sad, you know. Bet you didn't know that, huh? Well you learned something today, you're welcome..."

Wheatley's optic shrunk when the bird flew up onto the giant vault with his name on it and began to poke at it.

"No! No! Bad bird, bad! What are you doing?! Stop!" He cried as the bird continued to peck at the crevice of the vault. With a squeak, the door slowly swung open, much to Wheatley's horror.

He shut his optic, terrified of what he might see. After a while, he cracked it open, curious.

Pale and pasty and half-nude, the human possessed a somewhat soft-looking, friendly face framed with a mop of messy, dirty blonde hair. His arms and legs were rather long and thin, although his chest was slightly broad. His belly showed signs of a developing paunch, and he seemed to be approaching his thirties', and looked entirely unremarkable.

Suddenly, sirens began to blast throughout the room, decorating the walls with flashed of red.

"WARNING: INTRUDER ALERT. INITIATING APERTURE SCIENCE SECURITY SYSTEM." A very loud voice echoed into the room, and large claws sprang from the ceiling and rushed for Wheatley.

He yelled, trying to move, trying to get away from them, but all he could manage was a slight movement, causing him to roll onto his face. His screams were muffled as he saw the claws' shadows reaching for him.

He heard the closing of a vault door as the claw wrapped itself around his tiny sphere body and lifted him from the ground. Wheatley's optic searched around the room frantically, spotting the black bird as it flew away, out of sight.

No! Don't leave me alone!

The frightening claw took him into a very familiar room, over a very familiar rounded door, and it whizzed open, revealing a long, dark passageway that seemed endless.

"No! Please, no! I haven't done anything wrong! OH GOD PLEASE-"

Wheatley's pleas were cut short as he fell, whirling through the dark and scary tunnel. He squinted as a bright heat began to rise towards him, burning at his casing as he became closer.

Finally, he was engulfed by the flames.


She struggled against the bindings as she became angrier at the situation. GLaDOS made no attempt to stop her, She only merely watched as Chell ripped away at belts that constricted around her waist and legs.

Once she was free, she stood defiantly, looking up at GLaDOS.

"Well, now that you're free, what are you waiting for? Escape."

Chell said nothing.

The wall to her right shifted, and a door appeared with the word EXIT above. She hesitated, knowing Her tricks. There was no way she was getting off that easy.

"Go on. No tricks."

Chell pivoted on her heel and walked away from the exit, instead going to the opposite door across the room. GLaDOS sighed heavily.

"Where are you going? The exit is that way," She explained unwillingly as Chell stalked toward the door.

Once she opened it, a small yelp escaped her lips when she was met with a bright, roaring fire that burned her face. Determined, she sat down and swung her legs down. If she was an A.I. like She said, then this is the best chance she has at surviving.

"What are you doing?" She demanded as Chell braced herself against the wall. "You don't what you're doing." She threatened.

Chell dropped herself off of the ledge, and fell down into the flames. Midway, it was then that she realized she wasn't wearing her boots. Terrified she could permanently cripple herself, she twisted at the last second before falling onto solid ground.

She opened her eyes that had been shut tightly during the fall, and looked around. The flames were gone, and all that was there was a portal gun not ten feet away. The white room was layered with platform after platform, turrets lined up on much higher ones close to the ceiling.

Repulsion Gel covered the floor, and Chell looked around and finally noticed the exit. Trying not to show her anger, Chell crawled to the Portal gun and held it in her hands, and it fit snugly into her hand.

"I told you you didn't know what you were doing. Even as an A.I., you still have that brain damage, don't you?"

After completing the test, Chell marched toward the open elevator and stood inside. As the elevator began to descend, she was again met with the bright roaring flames, the heat so strong she could feel it against the glass. As she observed, she noticed a small, darkened sphere in the corner of the room; Its shell was burned and rusted, the handles cracked and nearly burnt.

Chell pounded against the glass of the elevator as the sphere opened its optic, and looked straight at her. For a moment, Chell smiled at him, delighted to see that he was still alive.

Her hope faded as his optic began to dim, until it blacked out completely, the lids rusted halfway open.

"Soon, this will be you. But not soon enough for my tastes."

Darkness eluded her again, and it was then that she could see her reflection in the shiny glass.

Her eyes were bright, illuminating gray. Her skin was all one color, perfectly smooth, but somehow rock hard. Her features were slightly more aligned, and she was fluent even in stillness.

Chell backed up, covering her face with her hands. Her chest felt empty without her heart, and she felt odd as she inhaled; Had She even taken her lungs away?

She wasn't human anymore, and she could feel it right down to her soul. She didn't even have a soul anymore, and that's what cut Chell the most.

Finally, the elevator came to a stop, and the doors opened. Shoving her shoulders back and walking with pride, she entered the next test chamber.

GLaDOS watched smugly as Chell walked smoothly into the chamber, looking around the room and popping a portal on the opposite side of the huge deadly pit. Soon enough, she was walking towards the exit.

"Don't be so glum. We a lot of tests to do, and only an eternity to do them. I don't know about you, but that's the best news I've gotten all day." GLaDOS purred.

"So much has happened," Chell murmured, ignoring Her comment and speaking for the first time in a while.

"What lies behind us and what lies before us are tiny matters compared to what lies within us," She replied, voice actually kinder than before, which intrigued Chell. "I could die for you. But I couldn't, and wouldn't, live for you."

"I can be changed by what happens to me. But I refuse to be reduced by it. If my life is going to mean anything, I have to live it myself." Chell replied.

GLaDOS remained silent, and Chell wrapped her arms around herself. She knew the truth now; Caroline was just a poor, innocent woman who was forced to become GLaDOS, an evil and deceitful Artificial Intelligence.

When trapped inside that potato battery, Chell merely watched as She became more caring, more helpful, even so much as getting her conscience back.

Chell had thought if She truly cared for her clone, than She would care for the real her, but she was wrong. Caroline was deleted, and was never coming back. Why didn't she learn to treat everything like it was the last time?

Her greatest regret was how much she believed in the future.

Suddenly, Chell's mind began to race. It wasn't dizzying or terrifying as it should have been if she were still human, but it was strange to her.

"The things you do for yourself are gone when you are gone, but the things you do for others remain as your legacy."

With that bit of strange but very inspiring quote in her head, she devised a plan that would finally free her from this hell.


A:N/ Happy Holidays and a Happy New Year!