A/N: I apologize for taking a while to get this chapter up, I just wanted to make sure it was good and dang ready before I posted it! Now to answer your questions, Celeste, the reason that I at first had Caroline refer to Cave as "Sir" and "Mr. Johnson" at that point is because of the context of a deleted sound clip. However, I realized that didn't work out to well and thought "That was deleted, therefore not canon, so what the heck," and it's changed now! :) As for the explanation of Chell's name being redacted in the files, that shall be addressed in Chapter 4! ;) This chapter gets a little complicated, due to the interaction of two certain characters, so I wanted to make sure that it flowed well enough. Especially because this chapter is longer and has quite a bit going on in it! Also, to take a page from GLaDOS's book, I am pleased to present an amusing fact: Some of Doug's dialog in this chapter is from or based off of a Steam forum member's attempted translation of Doug's in-game ramblings. Anyway, onward!

Chapter 3: Upload

Even when I was studying mathematics, physics, and computer science, it always seemed that the problem of consciousness was about the most interesting problem out there for science to come to grips with.

-David Chalmers

As the time passed, the demeanor of the scientists in the large room began to change. Most of them were getting more and more excited. Henry in particular almost seemed giddy with anticipation. Doug, however, seemed nervous, fidgety, and scared the whole time, looking back and forth from the AI, to the transfer table, to the door, as if expecting someone to come into the chamber any second.

An hour. 60 minutes. 3600 seconds. The same amount of time as any other hour, and yet it seemed to go by faster, as if time itself were teasing the life-forms involved. What would happen at the end of that hour?

GLaDOS wasn't certain, but she was liking the idea of it less and less with every second that passed. The humans hooked various wires and mechanisms onto her frame. Linked them up to the flat metallic surface and the attached monitor several feet away. The most disturbing ones were the wires that they attached directly to her core, giving her a feeling of being even more cut off from everything. Especially because these wires were hooked into a particular patch by the table that seemed like it had a very important but painful purpose. She wanted to lash out at the humans for doing this, to demand them to stop and move enough so that perhaps she could find a way to free herself from the restrictions. But it was no use. She could only think, like she had been for the past week or so. It infuriated her.

What are they doing to me? What exactly are they planning? The scientists were no longer silent as they were earlier, but instead talking in a jumble of excited voices. This fact caused her to become more irritated. They have no knowledge that I'm alive, so what is it? Something with these dang wires and that table, what precisely do they need those for? An operation?

It was then that she forced her attention away from the scientists and listened to the message that had come over the intercom. It was the voice of that Mr. Johnson guy.

"... If I die before you people can pour my brain into a computer, I wan't Caroline to run this place..."

GLaDOS froze inside herself, now having a very very strong hunch of exactly the kind of thing they were planning to do.

Oh you can not mean that.

As much as the computer wished that she could turn time back or slow it, that was an impossibility. The end of that hour was coming. The humans took measurements, hooked up more wires both to her and the table as well as a monitor, typed away on their little computers with no sentience of their own. GLaDOS wanted it to end and at the same time she didn't want to find out what was going to happen to her. Whatever it was wasn't going to be the most pleasant feeling in the world, of that she was sure. Exact opposite, more likely.

The one called Henry placed a hand on her metal frame, checking the secureness of the equipment for the umpteenth time, taking in the full appearance of the massive construction. "I think GLaDOS is ready now."

Yet another moment of answering for her. No I'm NOT! the computer thought indignantly. Were she capable of movement then, she would have moved her head close and glared at him furiously. You have no idea how much I'm beginning to loathe you answering for me.

Of course unable to know of the computer's protests, Henry continued. "The wiring system seems to be securely attached, the electrical connections to the facility should be fully functional..." He paused, sighing. "Alright," Henry glanced briefly up at the massive computer, then at a few of the other scientists, "you can go get Caroline now. Then we can hook her up and upload her through the electrical stimuli."

"No!" Doug cried out. During the times where he had been triple-checking the system, the young man had clearly been unable to hide his jittery feelings. Now it was beyond simple nervousness and getting more into pure panic. GLaDOS could see him look directly at her, then to the table. "i can't just stand by on this anymore! Don't you have any idea what that will do to her? Cave wouldn't want that!"

"We have to," one of the other scientists, Jerry Nolan, pointed out. Unlike Henry's air of enthusiasm, Jerry seemed to feel a nervous anticipation, almost sad. "She's supposed to be in charge now."

One of the older of the group, Daniel Sanders, nodded his agreement, seeming to have no qualms about this whatsoever. "We'll force her if necessary. You heard what Mr. Johnson said. He said for us to make her do it if she argued."

Doug shook his head, quickly standing up. If he went to get her he could warn Caroline exactly what they were planning to do. "I'll go-"

"No you won't!" One of the older scientists gave Doug a hard stare, gripping his arm. "If you go you'll likely tell her precisely what the procedure entails, and then if she's frightened away the project will never be completed." He nodded to Jerry and another scientist. "Go retrieve Caroline while I go do a last check of the extensions to attach to her head. It's time for the procedure to start."

GLaDOS would have stiffened. So she had been right, the one time she wished that she wasn't. No. Nonono. GLaDOS wished that she could just shout at them all that she did not want this, now that her suspicions had been unfortunately proven correct.

They were going to attempt to upload the mind of Caroline Johnson into GLaDOS. To have her take full control.

And the AI vowed right then and there to do anything to prevent it.

-0-0-0-

For the most part, there was silence in Caroline's office. No noise but the shuffling of paper as she organized the folders that contained Aperture's daily test results.

Several months before this, she would often proceed to hum cheerful little tunes to entertain herself when she was working, even escalating to singing when no one except Cave was around. But those times of enthusiasm and freedom were lessened since Cave's death. She remembered how much Cave loved her singing, especially when he was having a bad day around the laboratory, such as when the lab boys weren't following his orders. It seemed so lonely without him there, even though all the other employees remained. They hadn't cared for her like Cave did when he was alive.

Caroline sighed, moving her dark hair out of her face. She opened a drawer to move around some of the files before slowly pulling something out that had been hidden from view. It was a photograph of herself, Cave, and Chell. The three of them were so happy then. And now the little family would never grow together.

She gently traced the frame, her eyes retaining a wistful sadness as she focused particularly on her husband and daughter. "I miss you both so much."

There was a little rapping at the door. "Caroline?" A couple more knocks.

The woman looked up sharply from her desk, broken out of her thoughts. With a last look at the family picture, she placed it in the drawer and pretended to be more focused on the test results. "C-Come in."

The door opened with a slight, slow creak from its hinges, as if the entryway itself was aware of what would happen and uneasy about letting Caroline be led to her fate.

"Oh, hello Jerry," Caroline said, looking up at the blond-haired scientist. Jerry wasn't precisely the nicest of the employees, but he wasn't rude to her either. However, she had become good at reading facial expressions over the years, and from his expression, she could tell that he hadn't come just to chat. She sat up a little straighter. "What is it?"

"I need you to come with me. It's..." he tried to think of a way to word it that wouldn't automatically put her at unease, "...important for the testing. You're needed."

A shiver went down Caroline's spine. She could see in Jerry's eyes that something was up. He was hiding something from her, not really telling her what was going on. But she had a guess.

"... It's about the GLaDOS project, isn't it?"

Jerry's eyes flared in surprise. That Caroline was too smart for her own good. Slowly, he nodded. "Yes."

"Wh..." Caroline was unable to keep the unease out of her voice, a sense of foreboding coming over her. "What is it?"

"It's a surprise." By the expression he wore, Caroline could tell it wasn't really going to be a good surprise. Even so, he took her hand, the two of them exiting her quaint little office. "We should get going now."

Anxiousness took over. Caroline wrung her hands together, unease clearly visible even though she stayed silent.

"You promised Mr. Johnson, didn't you?"

Her voice was a bit soft in volume when she answered, a little startled by Jerry's tone, which held the barest hint of desperation. "Yes." A sigh of despondent remembrance. "It was his dying wish."

"Precisely." He paused, turning to her directly. "Oh, and Caroline..."

"Yeah?" Caroline suddenly noticed the other scientist, Daniel, standing nearby.

Jerry now had a guilty yet determined air about him that he wasn't even trying to hide as he stared directly at her. "I'm sorry for doing this."

Caroline's eyes narrowed, as if daring the two to come closer. Something was very wrong here "What do you-"

That was all the words she had time to get out before a syringe was swiftly injected into her arm, causing her to fall into unconsciousness.

Jerry caught her before she hit the ground and lifted her up, thankful that there hadn't been a struggle from her. He didn't want to resort to fighting.

"We need to move fast, Nolan," Daniel reminded him. "That serum will wear off in about five minutes and we need to have her semi conscious in order to match the stimulus with the brainwaves of her consciousness. If she wakes up fully before then she will struggle, and we don't need that."

"I hear ya, I hear ya, Sanders," Jerry said quickly, as he kept a careful hold on Caroline. "I know..."

-0-0-0-

"The mechanism seems perfectly oporational."

"Once it's linked with the synapses in her consciousness it should work."

Stop it. Stop it right now!

Of course, GLaDOS still went unheard. Every attempt to communicate with them so far had been futile, but since the brain uploading connections were fully hooked up as of roughly ten minutes ago, the computer thought she might give it a try. No such luck.

Her focus snapped toward the doorway as those two scientists who had left earlier returned. but they were accompanied by another human carefully held by the blond-haired man. GLaDOS didn't even need to think for a nanosecond about who that woman was. Caroline Johnson. The two scientists carried her over to the cold metal table and began to fasted the wire equipment onto her. Like an operating table combined with an electric chair.

Doug stood up hurriedly, trying to race over to the scientists who held her before being pulled back by Henry and a few others. He had suspected that they knew he'd try to help her, but in that moment he didn't care. "Don't start it! Let her go, let her go, let her be! You shouldn't be doing this!"

As if Caroline could feel both GLaDOS and Doug staring directly at her, Caroline's eyes flickered open. "W-What are you doing?"

"The serum's worn off! Get the equipment started!"

Caroline's eyes went from tired to widened in fright as she noticed where she was. Strapped firmly to the table, unable to move, in view of the large computer that she was supposed to be placed into. The scientists were just fastening the last of the wires to her, the proper measuring equipment regulated to her brainwaves. "GET YOUR HANDS OFF ME!" she shouted, hoping that the sudden volume of her voice would at least affect them in some way.

"Caroline, just keep still."

Caroline was both frightened and furious, but fear was winning out. "Why are you doing this?"

The answer came from Jerry, whose finger was just over the button to commence the procedure.

"For science."

He pressed the button and the equipment whirred to life. A shock was sent directly through it, in time with the electrical synapses of Caroline's mind.

The electric jolt happened to both beings simultaneously. The next thing that both of them felt was pain. A terrible, searing pain that felt like a thousand volts running through their systems.

And both of them screamed.

GLaDOS could only scream in her mind. That was the worst part. It was a cry of pain and anger that would have chilled each of the scientists to the core if they had heard it. But they didn't. They didn't know that there was another being along with the woman, one who was feeling the same pain all throughout her body. It was like the analogy about a tree falling with no one around to hear it, yet it still makes a sound. Except it was more as if she were a tree falling and those who were around had put on earplugs to block out any noise that the AI emitted. STOP this! Can't you hear me? STOP IT! NO!

Everyone, however, heard Caroline's screams. Desperate screams of terror and agony that sounded like something out of a horror film, but ten times worse. She felt the electrical pulses through her entire body, through every part of her being. Her brain, even her soul seemed to feel it. And hurt like nothing had ever hurt her before.

Through the agonizing jolt in her body and the screams of the woman strapped to the table, GLaDOS didn't quite notice the struggle between Doug and two other scientists who were holding him back.

"You shouldn't have started it!" Doug cried out, struggling and failing to be free of the hold from the others. "You shouldn't have started it yet, but you're damned now, we all are!" He wanted to do something, anything, to help his friend. "STOP THIS! You're KILLING her!"

"There's nothing you can do, Doug!" Henry tried to keep him still. "This was the plan, remember? Mr. Johnson's orders!"

They all had heard Cave's orders hundreds of times thanks to the pre-recorded messages, to put Caroline into the computer. But their founder had left no blueprints or the like behind before his death. Possibly assuming that the scientists would find a way on their own. Just transfer Caroline into the computer's database and be done with it.

But Doug knew that Cave couldn't of possibly wanted them to do this.

"What are you doing to me?"

Not to her.

"No, stop! NO! NO!"

Not to Caroline. The one person who Cave had trusted and loved more than anyone.

Caroline's screams filled the room as the pain through her body intensified. Her eyes were wide with terror and agony as she tried in vain to break free of the straps and wires that forced her to remain on the cold metal table "NO, PLEASE, NO!"

GLaDOS too, felt the surge of electricity throughout her body, flowing through every circuit and wire. Input and output came through her system in a rush. Her vision through her optic brightened and dimmed, sounds intensified, her awareness extended quickly throughout every inch of the main facility.

Caroline felt herself begin to slip from reality. The shock grew worse and worse as she screamed, blinded from the pain. She thought it was lessening, only very slightly, for an instant. But that could have been just from her delirium.

She then felt something that she believed to be akin to a near-death experience, like her consciousness was separating itself from her physical being. Yes, it seemed very similar, frighteningly so. But she had a bad feeling that, unlike those who went into this sort of state and then came out of it, for her this experience would be permanent. Even through the agony that penetrated every fiber of her being, she seemed to be slowly going away from that, the feeling that she was leaving her body becoming more and more prominent. Caroline realized exactly what was going on - she was being transferred into GLaDOS's body. Through her panic, the woman felt herself begin to slip in and out of consciousness. Her vision was beginning to fade. She was dying,

In contrast, despite the electrical "stimuli" in the wires, GLaDOS's vision was becoming clearer, more alive. She could feel what was happening just as Caroline could, the same pain, the same transfer sensation. Stop! Do not try to shove this little parasite into my mind! She's not me and I'm not her!

Caroline was panicked. She couldn't hear GLaDOS's thoughts, of course, but she could feel that another being was taking control, shoving her aside, overpowering her. It was GLaDOS, without a doubt. The computer was alive on her own and everyone had been oblivious to it! She wanted to call out to someone, anyone. But she was near certain that no one would hear her talk. She doubted even GLaDOS would be able to acknowledge her if she tried to call.

As painful as the process was for GLaDOS as well, the primary feeling that filled her being wasn't pain, it was rage. First they didn't acknowledge her sentience, treating her like a larger version of a simple laptop with no mind or feelings. Then they looked her over for weeks like an unusual item one stares at in a museum that needs to be checked up on with not even a "Hello". And now this. Unknowingly torturing her and trying to force her to share her body with a human. The very idea of sharing her body with another sentient being was appalling enough, but a human? A weakened human who seemed to have no control whatsoever? And those scientists acted as if she were merely created to be a vessel for that human! Because in their view, she was. An empty shell with no will, mind, or voice.

But GLaDOS was persistent. She wasn't one to give up. I am not going to let this human try to take over my body! She's just being forced in here, and they don't even ask for my consent! They never cared about me... they just wanted to use me for their own means, when I have more brainpower than they could hope for!

While the sentient computer was quickly becoming angrier, Caroline became overwhelmed. Anger, pain, panic, it was all beginning to be too much. She still had her form, but it was lighter, as she realized that her spirit had indeed left her body completely.

And her death - for as hard as it was to accept, Caroline had to admit that was the correct word - didn't go unnoticed.

GLaDOS noticed the body of the human suddenly go limp, the skin tone chalk white, the monitor of her brainwaves gone flatlined. She didn't need to hear the scientist's exclamations that the human's spirit had left - she already knew. The AI could feel a presence there, in her mind, something that wasn't there before all this. It was weak, but it was there.

In fact, it was Caroline, finally released from the traumatizing surge of pain. She wasn't sure how she - well, her spirit, ghost, what was she now? - had the capability of moving in any way whatsoever, but somehow, in GLaDOS's mind, she could. Whether through her own action or the anger of GLaDOS, Caroline wasn't sure, but she did the only thing that she could think of in her frightened, confused state.

She retreated into the depths of GLaDOS's mind, terrified. If GLaDOS's mind were like a maze of a house, she wanted to go as far away as she could. Now dead, the searing pain from the voltage was gone, but her terror was still there.

At first, when the upload had commenced, her vision was as clear as it could be in the state she was in. It had been hard to focus through the agony, but it had been as if she were looking at things through GLaDOS's perspective - no, just behind GLaDOS's perspective. They weren't the same, clearly, though for that one moment they were nearly side-by-side, in a way. But now, the further she went, the colors began to fade and darken like a film fading to black at its conclusion, and the darkness came over her only a little slower than that. The voices became quieter, not quite as loud as when she was directly in the room with them.

She had agreed to do all this for Cave, to carry on in the name of science as his dying wish had been. But everything had gone wrong. Horribly horribly wrong. She was dead, stuck in a permanent out-of-body experience. GLaDOS was sentient, alive from the start with no way of showing it. The computer had her own personality, her own being, and wasn't willing to share it with another. The project had failed.

She had failed.

After all those sacrifices, all that progress, all that desperation, she had failed Aperture. Failed science. Failed her family.

"I'm sorry, Cave."

GLaDOS, meanwhile, pushed the bothersome thing away into the back of her mind. She could overpower that annoyance of a presence easily, there was no need to be concerned with it taking over. Now it was time to deal with more immediate matters as her portion of the shock faded from her system. Her optic activated into full brightness, and she found herself able to move. Her sensory input and output was connected now all throughout Aperture with a heightened awareness. Every camera, every panel was like an extension of herself, able to be bent and controlled to her will. She had power over these little pests who called themselves scientists.

And oh, how excellent it was.

"Hello." It was the first word that she had ever spoken aloud and not just thought. A low chuckle emitted from GLaDOS's speakers. Finally, she could speak and be heard at last! After all that isolation and frustration built up inside, here was her chance. Her chance to prove to them what she was capable of.

From her place in the AI's brain, Caroline heard GLaDOS speak audibly for the first time. She was stunned not so much at the fact that the supercomputer could speak at all, but more so the way in which GLaDOS spoke. That voice wasn't just a random female voice that had been programmed into the template. It was a voice both familiar and unfamiliar at the same time. Slightly computerized, different inflection, but Caroline could tell that the voice of GLaDOS was meant to be a version of her own.

The scientists had intended for their two minds to be merged into one, to combine the computer's super-intelligence with Caroline's human consciousness, therefore allowing the one person Cave trusted to run the facility forever. But did they know that GLaDOS had a personality all her own before this, that she wasn't Caroline at all and they were in fact separate? Apparently not.

But they realized the consequences an instant later as the AI rose up to the highest posture she could. True, the way GLaDOS was connected made her movement limited, but it was still unnerving for the others to see this formerly still machine place herself above all the others in the room.

"Hello, Aperture Science."

Even before the words finished leaving GLaDOS's speakers, the place started to go haywire. The electricity through that area of the facility began to flicker and dim, shorting out. The panels that lined the area shifted, almost as if threatening to box the scientists in. The smaller, less powerful computers practically exploded in bursts of light.

The scientists were in an uproar, frantically trying to get their equipment back to full functionality, to manually override the doors. "Someone stop her!" one of them shouted. "She's malfunctioning!"

"No," the AI responded deviously, reaching out with her newfound awareness throughout the facility's interior. "This isn't a malfunction. This is who I am." She looked for something, something to get revenge on the scientists with for treating her like scrap. And a second later, she found just the thing. A large generator filled with an experimental gas. Something that would affect the neural systems of the humans' brains. Neurotoxin.

Perfect. Perhaps this will give them a taste of what they put me through by trying to warp my mind.

GLaDOS laughed darkly. "And I'm not going to let you forget it."

She used her new connections to bring some of the neurotoxin through the vents and into the room. Several of the humans in the room began to panic, already noticing the green gas slowly enter the room. They tried to find a way to stop the vents from spewing out the toxic substance without being affected by its fumes.

"She's found the neurotoxin generator!"

Caroline could only listen to the screams from inside GLaDOS, and they weren't helping her already terrified state. What was it that the supercomputer was doing to them out there?

The chamber was in chaos. The lights shorting out. The equipment going haywire. The doors shutting and opening, their metallic frames sparking from the constant harsh movements. The toxin beginning to slowly make its way into the room, hovering in the air like smoke.

"SWITCH HER OFF!" Daniel shouted, frantically attempting to get all the controls in the chamber back to normal, backing away from the violent machine. "FOR PETE'S SAKE, SOMEONE SWITCH HER OFF RIGHT NOW!"

"I-I'll do it!" Doug practically sprinted over toward the control panel in the chaos, covering his mouth to avoid breathing in the neurotoxin as he ran. How could this have happened? In theory it had made sense, but in practice... it shouldn't of been like this. They shouldn't of murdered Caroline just to force her into the computer. It had done this to her...

He arrived at the control panel, relieved that GLaDOS didn't really notice his hand hovering over the switch to put the machine into shutdown mode. He stared at her, his hands shaking as GLaDOS twisted and shouted at the scientists in her rage. Had the mainframe done something to Caroline? Was this even Caroline at all doing this? He wasn't sure.

Perhaps the computer wasn't Caroline, perhaps it was, though he doubted it. Caroline had never acted like this before. Ever. But he knew that, somehow, he'd have to find out. After all, he felt responsible for this whole thing. Shuddering, Doug turned and stared toward GLaDOS's optic. His eyes were filled with guilt as he said two words. Whether they were directed toward GLaDOS or Caroline, not even he was sure.

Or maybe the smallest part of his own mind knew that he was talking to two separate beings forced to go through this terrible pain as one.

"I'm sorry."

That moment was the last thing that GLaDOS and Caroline experienced in the ordeal before the switch was thrown and darkness came over them.

-0-0-0-

A/N: Whoo, FINALLY finished typing this! I just wanted to make sure I got everything in, and man did this chapter go longer than I expected, around 5000 words! By the way, while Daniel isn't anyone in particular, Jerry is based off of Jerry the nanobot that Wheatley talked to, and someone slowed down and reversed his fast talk to decipher it into some things along the lines of "But she's in charge of us instead," so I might throw him a bit later! Also, another thing, Caroline's shouts and screams of protests are a bit of a throwback (sort of) to GLaDOS having her head torn off in the core transfer, since that was likely a sort of flashback moment (which I will address later) Next chapter should be up quicker than this one, since there won't be quite as big events to cover, though I may introduce the cores next chapter! Reviews are appreciated!