A/N: Wow, thanks for all the reviews, everybody! Well, I said this chapter would be longer, so I bring you a longer chapter! By the way, there's a bit of Caveline in this chapter, just as a heads-up. Hope you enjoy it!

Chapter 2: Caroline

Love is life. And if you miss love, you miss life

- Steven Forbes

Time went by. The AI wasn't really sure exactly how long. A week at most, give or take a few trillion picoseconds. But during all that time, GLaDOS was forced to watch silently as the scientists continued to talk about her. Referring to her as "the project" and "the experiment" among other things. It infuriated her to no end.

I am alive you know, she wanted to say to them. I am not just a 'project' or a soulless inferior contraption! No matter what you foolish scientists think.

In the time since GLaDOS had first come into sentience, she began to grow more and more resentful of the scientists. They spoke of her as if she were inanimate. Most of them even referred to her as an "it", rather than "she" or "GLaDOS". The way that they would prod at and scan her main framework to make sure it was functional wasn't exactly the most pleasant sensation either.

The single benefit of being suspended in this immobile state was that GLaDOS could actually pay attention and learn the scientists's names, their habits., even if it was only in her current limited range of vision. Seeing as the restriction of movement and sensory input forced her to only see what was in front of her, she learned a few things from listening to the words of those researchers when they weren't running those little "update check-ups" on her mainframe. There wasn't much else for her to do otherwise except think.

The scientists in her chamber often kept talking about that "Mr. Johnson" man, who was seen through various portraits that she saw a few scientists carrying as they passed by. Through listening to their conversations, she knew from the scientists that Mr. Johnson, the CEO of Aperture Science, had perished in the past month, leaving them to work on this "project" that had something to do with GLaDOS herself. She wasn't sure what the full details of it were yet - the scientists seemed to be unwilling to really discuss it even amongst themselves - but she had a strong feeling that she wasn't going to like it.

There was another figure in a few of the depictions, and unlike Mr. Johnson, this person was clearly alive. The AI knew of this because she saw the human in question on occasion, passing by the windows of the room where she hung. Though she never heard the woman talk during those times, as for all her passing glances she never ventured into the chamber, GLaDOS soon learned the woman's name.

Caroline Johnson.

Caroline, meanwhile, glanced into the chamber's window, her eyes filled with sadness and worry. She had been going through this routine for several weeks, becoming increasingly uneasy as the days went by. She knew that somehow, sometime soon, the scientists were going to put her into that computer. She wrung her hands together, fretting. What if something went wrong? How precisely was she going to be put into that machine anyway? The more she thought about it, the more anxiety she felt.

And the more she missed Cave.

And as Caroline's eyes scanned the chamber, she couldn't help her thoughts going back to when Cave had first proposed the idea to her roughly a month prior. He was practically on his deathbed at the time, only a few days before he passed on, and even in this state he had requested to talk to her. But seeing as Cave was losing his mind from the poisoning and what it was doing to him, the talk hadn't exactly been pretty.

"Cave, I can't!"

"Caroline," Cave insisted, shakily standing up from his bed, "you know that you have to do this!". Aperture's CEO coughed loudly, barely able to stand, but his eyes retained their usual, defiant gaze. "It has to be done! You said to me that you'd do whatever I asked concerning this."

Caroline trembled slightly. "Cave, please," she begged, hoping that she'd be able to get through to him, "I don't want this!".

"It's necessary!" Cave's voice grew louder, more harsh. The moon rock poisoning had taken its toll on his mind and made him unstable. The nurse had warned the two of them that Cave's bursts of instability would get more and more frequent as his time on Earth came to an end, and this was certainly true now. "I won't take no for an answer, Caroline!"

"I don't want this!" Even with her husband's sanity slipping, Caroline was determined to assert herself, begging if she had to. She'd do just about anything for science, for Cave. But this... this was beginning to be too much for her.

"Caroline," Cave's voice was no longer explosive in volume, but it was still firm as he stared into her eyes. "I know you're refusing because you're modest like that-"

"No, listen to me! Cave, I do not want this! You can't expect me to run Aperture this way!"

"You have to, Caroline! It was our agreement!". His voice suddenly became softer, the insanity that briefly showed in his eyes beginning to fade. The haze in his head was clearing again, as the same sort of cycle had been doing for the past few weeks. "You know that-" A coughing fit interrupted his sentence, leaning on the bedpost for support.

"Cave..." Caroline whispered, her anger being replaced by pity. Tears pricked at her eyes, both at the implications of what her friend and husband was suggesting and from seeing him in such a state. As nervous as she was, she came over and cupped his head in her hands, their eyes meeting. "Please..."

Cave looked up at her, his coughing subsided. The ever-determined light in his eyes was dulled, beginning to show a hint of quiet desperation, a look that he only would show if he were on his last legs. He leaned on her a little, though whether for a way to hold himself up or just to be close to her, Caroline wasn't sure. "... You're the only one I can trust."

Only in Cave's last few hours of life did Caroline eventually agree with the project. She was scared, but guilt had been eating away at her conscience since their harsh verbal squabble. She had stayed by Cave's side until he took his final breaths, despair creeping in as her friend and husband held her hand one last time. After all that they had been through together, the last thing Caroline figured she could do for Cave was fulfill his dying wish for her to run the company in his absence.

Caroline lifted a hand to her face to wipe away the tears that threatened to come. Thinking about Cave's final request before his death wasn't helping her situation, but with the lingering unease that came with Cave's request, her mind couldn't help but linger. And there was another concern that tugged at her mind, along with her sorrow at Cave's death and the fear of being put into Aperture's latest - and very likely permanent - project.

She worried for her daughter, Chell.

Caroline trusted Zachary and Arlene Fredrickson - they were high on the totem pole of Aperture's ranking, and close friends with her and Cave. And while she knew that she could trust them to properly take care of little Chell, only about a year old now, she still wished more than anything that Cave and herself would be able to see their daughter grow up.

But Cave was dead, and Caroline herself was soon to be placed into the AI that was to run the place, in the hope of achieving a sort of immortality for her, left to help continue her testing work forever. Perhaps Chell would someday run Aperture alongside her mother, since officially her last name was still Johnson, despite being taken in by the Fredricksons. But it wouldn't be the same as the woman's ideal scenario no matter what occurred.

A voice broke her thoughts. "Are you alright, Caroline?"

Caroline turned to see a middle-aged woman with long brown hair standing behind her, a little taller than Caroline herself. The woman wore hard black shoes, an Aperture lab coat barely showing he shirt she wore that bore the same logo. Her hazel eyes clearly showed concern for her friend's well-being, knowing perfectly well what was wrong.

"I... I'm fine, Arlene."

Arlene Fredrickson put a hand on Caroline's shoulder comfortingly, then pulled her into a light hug. "I know you miss Cave". She sighed a little. "You were as close to him as anyone ever could be."

Caroline swallowed, but was thankful for the hug. "It's not the same here without him."

"I know, Caroline. I know." Arlene gently released her friend from the hug once she was certain that Caroline had calmed down enough to regain her composure.

Caroline was silent for a moment before looking directly at Arlene. When she next spoke, her voice was close to a whisper. "... How's Chell?"

Nearly everyone at Aperture knew that Cave and Caroline had had a child, but Arlene and Zachary were the only two who knew her name and who had taken her in. They figured that would be for the best - they didn't want the girl being constantly pestered about inheriting ownership of Aperture once she came of age. In the official records, however, Chell's last name would still be registered as Johnson.

"She's fine," Arlene managed a light smile in an effort to quell Caroline's unease. "She has your looks, but she's definitely shown to have inherited Cave's stubbornness even as young as she is. Little girl just does what she likes."

Despite her conflicting emotions, Caroline couldn't help the corners of her mouth turning up into a smile to mirror that of her friend's. That sure sounded like Cave's infamous resolve alright. "Thank you so much for... looking after her. I-I can't thank you enough for what you and Zachary are doing for-"

"Hey, it's no trouble," Arlene insisted, cutting her off. "you know I'm willing to help-"

"Arlene Fredrickson," a voice said over a nearby intercom. "You're needed in Shaft 2 Test Chamber 17. Seems the Emancipation Grills are on the fritz."

"Alright, I'll be right there!" Arlene quickly shook Caroline's hand, giving her a comforting squeeze. "Gotta say goodbye, Caroline."

"Goodbye Caroline!" Caroline said the phrase without thinking and covered her mouth, feeling a pang at her heart from memories. It had been a bit of a trend between her and Cave to use that exchange as a joke, it was almost an impulse. She hadn't meant for the phrase to slip past her lips.

Arlene's eyes widened. She had no intention of bringing up memories for Caroline of being Cave's trusted assistant, always by his side and there to make him laugh. "Caroline, I'm sor-"

"Mrs. Fredrickson!" The voice over the intercom spoke again, a touch of impatience in the voice.

Arlene shook her head and started to hurry off toward the test shaft where she was needed. "I'm sorry! Goodbye Caroline!"

"Bye..." Caroline said the word in a quiet murmur. With a sigh, she began to head on back to her office to organize the files of the latest results of testing. On her way there, however, she glanced through the window to the room where GLaDOS was, pressing her face close to the glass. The various scientists in the room were prodding GLaDOS, scribbling on their notepads. Scrutinizing the progress they were making, most likely.

She couldn't help but feel a chill up her spine as she watched them. She thought of Cave's words over the recording.

"... put her in my computer..."

What precisely were they going to do with her when the time came? She tried not to think about it. Worrying about it would do her no favors.

It was then that she caught one of the scientists looking at her, a curious but friendly expression written on his pale face. It was another one of her close associates, Doug Rattmann. Caroline managed a small wave.

Doug quickly waved back before making a quick motion with his hands, which was basically "I'll talk to you later when I'm not busy."

Caroline nodded and tore herself away from the glass at last. She forced her eyes to avert themselves from the large chamber and walk back into her office, curiosity mixed with worry.

Back in the chamber, GLaDOS wanted to just snap at the scientists for prodding and poking her, running these constant "system checks". Couldn't any of these detect her sentience? Of course not - they didn't even know she was watching their every movement!

A comment from one of the scientists - Henry Samson, she remembered - caused a spark of emotion in GLaDOS's brain.

"We'll be ready to preform the experiment in one hour."

GLaDOS would of recoiled if she were capable of movement. An hour. They're going to start this... thing in an hour.She looked around at the scientists, conversing excitedly in front of her. Noticed the odd wires they were hooking up to her. Saw a sort of flat metal table come into her line of sight.

Oh no.

A/N: Oh boy, next will be the big chapter in terms of action - the one that will involve the most significant moment in the Portal timeline - the upload of Caroline and GLaDOS being fully operational! I know there wasn't much action here, but believe me... you'll get it soon enough! Read and review!