A/N: Here, I am, back with another chapter! I'm GLaD that you guys all thought the transfer scene was well written, because that part was REALLY difficult to write. Seeing as Caroline was somehow forced into GLaDOS's body, I needed to figure out the best way to execute it (no dark pun intended), so I ended up going with the "out of body experience"-esque approach. As for how Caroline takes form in GLaDOS's head, any Pokemon fans out there remember the short film Mewtwo's Origin where young Mewtwo was kinda in that black void-place? Yeah, imagine Caroline being in a state kinda like that... at least, that's how I always pictured it. Anyway, time for the next chapter!

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Chapter 4: Modifications

Defect-free software does not exist.
-Wietse Venema

Aperture was in a jumble of confused chaos. Caroline's screams of agony and terror had echoed throughout the building, as well as the chaos and anger of the computer that had pushed her away. The equipment malfunctions and movement of panels had sped through the facility's framework, making everyone aware in some form that something bad had happened.

Of course, to simply say "something bad happened" was a vast understatement. This wasn't the mix-up where a repulsion gel tester got blue paint. This wasn't like the time someone had gotten bitten by one of the mantis men and it turned out to be infected.

The only good news about the ordeal was that the neurotoxin had only been focused into the chamber itself, so no one in the other areas of Aperture would die as a result of its noxious fumes. Even so, that was only one positive to be chalked up against a long list of negatives.

Even after GLaDOS had been turned off, everyone was still shaken. Everything about the project had gone wrong. Horribly, horribly wrong. Caroline was dead. A majority of the scientists were either dead or injured. GLaDOS was insane and wanted to kill them all in her rage.

And all who dared to rush to the chamber from the other areas of the facility were shocked by what they saw.

All of the small computers were sparking from their malfunctions. Some stray panels, still jutting out from their places in the walls and floor, seemed to have catapulted some scientists into the walls, causing some deep gashes in their skin. Some seemed to be recovering from inhaling a poisonous substance, and it was already too late for a few of them.

All the others left had horrified looks on their faces. Especially Doug Rattmann, who looked as if he had gone into a state of shock, finger hovering just over the switch that had shut GLaDOS down. He still stared numbly at GLaDOS and Caroline, the two completely unmoving.

"What happened?"

"Is everyone mostly alright?"

"What was all that screaming about?"

"Something went wrong with the project, didn't it?"

"Hold it, hold it," Henry said quickly, raising his hands to calm the crowd down and prevent anyone from coming into the chamber. "There was just a mishap; an accident. But we have it under contr-"

There was a loud scream at the door that caused all of the scientists to turn their heads around in order to see who had screamed. It was Arlene Fredrickson, her eyes wide and her hand over her mouth. She was staring directly at Caroline's pale, lifeless form.

"C-Caroline!"

"Mrs. Fredrickson, don't come in here!" Jerry warned, hurriedly noticing that she was just about to run in there to attempt to see if her friend was alive. He and a few of the scientists who could still stand blocked the door, hurriedly putting small covers similar to surgeon masks to block any poison inhalation. The last thing that any of them needed was for someone else to get hurt or killed from the poison. "It's too dangerous for anyone to come in here who's not part of the project. There still might be trace levels of neuro-."

"Neurotoxin levels at zero percent," stated the Announcer, a non-sentient program which just collected data points.

"Well, okay, that's gone."

"Neurotoxin?" Zachary Fredrickson came up behind his wife, holding a small child - Caroline's daughter, Chell - in his arms. He looked just as angry as Arlene was, and as desperate. Their friend couldn't be gone, she couldn't. Not Caroline. They knew she'd have something to do with the GLaDOS project of course, but not like this. "What in the heck were you thinking?"

The child in his arms squirmed a little in his grip, seeming more confused and curious than anything else. She had been startled by the screaming earlier, but now her grey eyes were just trying to figure out what was going on. And not really having much luck in doing so.

"The neurotoxin wasn't our fault!" another scientist protested with a raspy cough. Clearly he had inhaled some of the poisonous substance. "We didn't use it on Caroline, I promise you!"

"Neurotoxin..." The woman couldn't help looking at her friend on the metal table, as if pleading with her mind for her to wake up and say it was all a joke, that she was perfectly fine. But no use. A few angry tears began to fall down her face, her eyes blazing in anger "W-What did you do to her?"

"It's too late for you to do anything regardless." A stern look was on Daniel's face, his eyes clearly showing his impatience. He didn't need any more trouble then had already occurred. "She's gone."

Arlene frantically noticed Doug still standing by the button. "Doug!" Her tone of voice clearly showed that she was being much more accusatory than friendly. He was Caroline's friend, he had been directly involved in the project and yet Caroline was dead.

Doug only looked up numbly, tearing his eyes away from the AI.

"You were Caroline's friend!" Arlene shouted, the anger in her eyes increasing. "You were involved in this directly and you didn't help her! You MURDERED-"

The accusations hit Doug like a torrent of water. Mrs. Fredrickson was right. He could have helped. He could of stopped all this. In an effort to stop the waves of emotion that were hitting him, Doug cried out desperately. "I TRIED TO HELP!"

The scientist had shouted in such a volume and with such dejection that everyone else's inquiries and comments were silenced as they all turned to face him.

Doug's eyes showed just as much pain as Arlene's, in fact even more so because, unlike her, he had been forced to witness Caroline's death firsthand. Heard her screams directly in his ears. Watched her die from the electrical shocks that had affected both GLaDOS and Caroline, with no way to help her. Forced back when he had wanted to warn her and save her from her fate. He shut his eyes and trembled.

"I-I tried to save her," he gasped, breathing deeply. Even when he closed his eyes he could still see the images that he believed would be forever imprinted on his mind. Caroline's wide, terrified eyes, her helplessness as she was strapped to the table, the movements and actions of GLaDOS during and after the upload. "I tried, I really did... I told them, told them they shouldn't of started, shouldn't of done it... Not to her, not to Caroline... I told them to let her go but they held me back..."

"It had to be done for the project!" Jerry protested.

Arlene whirled in his direction. "I DON'T CARE about your-"

"Arlene," Zachary said grimly, putting a hand on her shoulder. "I'm just as devastated as you are from what they've done," he glared at the scientists around the chamber. "It was a terrible sacrifice from Mr. Johnson's orders... it shouldn't have been done like this." He glanced down at Chell, who tugged on his arm and looked at him with curious eyes. "But there's nothing else we can do."

Henry noted the child. "You'd better get that little girl out of here," he said quickly. The Fredricksons and Doug could tell that he said it more as an excuse for everyone to leave than concern for Chell's well-being. "It's not safe."

"In fact, all of you should go," Daniel said quickly, focusing more now on the scientists who needed assistance from what GLaDOS had done. A few of those that had entered were quickly picking up those who had perished from the neurotoxin, also attempting to help those with serious injuries (including those who had inhaled the gas but not enough to die) get to an area where they could be treated. "The sooner we get this cleared up, the better."

"But what about Caroline?"

Daniel glanced over at the woman. "We'll likely cremate her like the others-"

"No." Zachary spoke firmly with a tone of authority. "Not her. Cave wouldn't want that." He looked hopelessly at his deceased friend. "He cared for her too much to just cremate her."

Daniel sighed. This was just not his day. "Well if you want to bury her and give her a funeral, go ahead." He looked around at the others, speaking in a louder tone. "Everyone who's not part of the project or helping someone, leave. We still have to take care of this mess and make sure no one else gets hurt."

Jerry unhooked Caroline's body from the wires that had bound her, leaving her to remain on the table. It was a chilling sight to everyone, really. Chilling to see vibrant, lively little Caroline be pale and lifeless.

As the Fredricksons stepped into the chamber to retrieve the body of their friend, Doug looked over at Henry with sorrow.

"May I-"

"Of course, Doug," Henry said quietly, patting him on the shoulder. "We'll hold the fort here. If anyone needs a break here from all this madness, it's you."

Doug nodded gratefully, but went cautiously over to the limp form of GLaDOS. He had a feeling that, somehow, Caroline was still in there. Not as GLaDOS herself, they were too different for that, but still somehow there.

"I'm sorry for everything, Caroline."

Off to the side, there was a line-up of experimental turrets, most of them deactivated. Thankfully they hadn't been in a place where GLaDOS could get to them. But one was awake and looked at Doug during that time. She liked Doug, he was her favorite human. He was different, just like her.

This Caroline woman was going to be forgotten. She could feel it. Somewhere in GLaDOS's brain, the woman would be lost. Oracle wasn't sure where Caroline exactly was in there, but what mattered is that she was there.

And Oracle vowed to herself that someday she'd remind someone that the human was in the mind of the AI.

"Her name is Caroline. Remember that."

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As far as funerals go, Caroline's funeral was modest, both in length and attendance. But at least it was something, a small way to remember her and respect her memory. Poor Caroline who had been forced into a situation she hadn't wanted and paid with her life.

As they slowly lowered Caroline's casket into the ground, the Fredricksons and Doug wished that they could say the traditional kind of things said at a funeral. That the deceased was free from all troubles now. That they were in a better place.

But they knew with heavy hearts that that wasn't the case for Caroline. In one way or another, she was trapped within the computer system. She hadn't gone off to Heaven like she would have if she had died a natural death, but the state she was in now - the AI herself? Suspended in GLaDOS as a separate mind? - was more like a Purgatory leaning toward fire and brimstone than anything else.

How cruelly ironic that the name Caroline meant "free woman", and Caroline Johnson was anything but free.

They had brought Chell along, the infant having no idea that she was witnessing the funeral of her biological mother. Truthfully, Arlene and Zachary wondered if they'd ever be able to tell her the truth about her biological parents. But then, what would they say? "We're not your biological parents, your birth father was the founder of Aperture who died of moon rock poisoning and your mother was forced into the computer that was meant to run the place"?

The thought, however, reminded the pair of something that they needed to do after the funeral. Something that they knew would be emotionally hard for them. They had gotten the basic lowdown from Doug on what had happened. They weren't entirely sure if Caroline had become GLaDOS herself, if they were two separate minds, or if Caroline was completely dead and gone and only the AI remained with a life of her own.

But Chell had a connection to Caroline. She was her daughter. It was too dangerous, really, to have any connection to the founder of the company and the human forced into the computer. At least until she came of age, perhaps. Best to let her grow up normally - well, as normally as someone can grow when their parents are employed at a high-tech science research facility - without all the drama of who her birth parents were, and what had become of them.

After the funeral, when Doug had gone back to GLaDOS's chamber (which he clearly was not looking forward to), Arlene took care of Chell while Zachary went into the deeper part of Aperture Science, into the room where computer files were kept.

Sighing, he booted up the computer that would allow him to make edits to the files. Mr. Johnson only gave out the necessary information to a select few, the ones who were higher on the trust totem pole. The man typed out the username and password required to access the database.

user: cjohnson
password: tier3

ACCESS GRANTED.

Once that was done, he went through the list of employee records and their immediate families. He scrolled down until he eventually came to his last name:

Fredrickson, Arlene and Zachary
Occupation(s): Test Chamber Technician; Chemist
Familial Relations: Adoptive parents of Chell Johnson

Mr. Fredrickson closed his eyes and exhaled deeply. "Sorry, Chell."

He typed out a command to the computer and watched as the last line changed:

Familial Relations: Adoptive parents of Chell [Redacted]

He did the same to just about all the files that contained Chell's name, all except one file in the computer system that listed her name as Chell Fredrickson. They, and perhaps some of the other employees, would know what the [Redacted] notice signified. GLaDOS would not.

They'd tell her eventually. They'd tell her about her past.

Someday.

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Caroline and GLaDOS, of course, had no idea what had been going on. GLaDOS was offline. Caroline was aware but she couldn't hear anything. It was like being wary of waking a sleeping lion - curious but afraid.

And then, eventually - Caroline had no idea how long that "eventually" was - sound from the outside world returned. It happened suddenly, like an explosion. There was screaming. And voices.

GLaDOS was enraged the moment she came back online. All she thought of was that the scientists had to be killed for what they'd done to her. She wasn't sure how long she'd been offline for, but she still held that rage. And there were voices, other voices, voices so close she felt as if they were whispers in her own mind.

"Calculating. Calculating. Calculating."

"Fact: Scientists are morons."

"In the event of poisonous substances, poison control should be contacted."

GLaDOS moved around frantically. What were these voices, these tumors? "What have you put on me? WHAT ARE THESE?"

"Neurotoxin online," the Announcer said as GLaDOS forced the neurotoxin into the room, the panels shifting back and forth.

"NOT AGAIN! SWITCH HER OFF!"

Doug could only stare. These cores had been put onto the GLaDOS mainframe when it was just starting to be built, before the central core was completed, but the cores had been taken off. Caroline would be in there, they had told themselves, the cores were unneeded. How very wrong they had been.

So they made use of those cores now, putting them on the AI to no avail. She was as violent as ever to them.

"Stop!" the AI screamed. "You can't control me like this! You can't, you monst-"

Offline again.

Light filling her sensors as she gazed at all the scientists.

"I hate you, I hate you ALL for-"

Darkness came back.

There were times when GLaDOS was awake and Caroline was not, and vice-versa. Or they were both in the same state of awareness at the same time.

Either way, the days... months?... years?... became a blur to the two. Time and time again, cores were placed onto GLaDOS's body. Their voices were practically in her own head, like that schizophrenic Rattmann. And every time, GLaDOS lashed out in desperation and hate.

Online. Light. Offline. Darkness.

Caroline could escape the voices. It seemed like they got quieter as time went on, but when they did get louder she retreated in GLaDOS's database still further.

GLaDOS, however, could not escape them. All the time she was online they were there, clinging to her body like horrible tumors that couldn't be pried off. Some whispered. Some screamed. All of them she hated, about as much as she hated the scientists and engineers who had put the cores onto her.

Worst of all, the cores began to slow her down. The engineers trying to get her to "behave". The nerve of them.

She still hated them, but she was becoming more subdued as time went on, less likely to kill them right away. Eventually, there came a time when she didn't automatically try to murder them with stray panels. Or turrets. Or neurotoxin.

So eventually, once they were satisfied with the results of the project, determined that she wasn't going to try to kill them anymore so suddenly, the scientists allowed GLaDOS test.

And oh that was just about the greatest feeling that she had ever known... well, it was the only great feeling she had ever known. But regardless, it could be described as... a euphoric response, that was it. Hardwired into her mainframe. It felt so great to test like she did, it gave her a certain thrill that filled her entire system.

People often died during the testing. Really, GLaDOS didn't care. She loved being able to oversee everything that went on in the facility, having control of practically everything, knowing that humans had died there under her watch. For science. If anyone died, it was all for progress. For the good of research compiled into data that could be analyzed to improve advances in science.

Through all the control that GLaDOS possessed - every camera, every panel, every Vital Apparatus Vent - Caroline was pushed back into the databases. GLaDOS had, by now, blocked her own early memories. She forgot the upload. Forgot Caroline.

Caroline herself became completely cut off from the outside world. From everything. Too far to be aware; to know what was going on outside. So, slowly, as time passed, her conscious awareness began to fade. Until the point came when she was barely aware of herself.

And a comatose-like state overtook her, pushed to the back of GLaDOS's mind, lost behind all the collected data and the pushed-away memory of the upload that had fused them together.

Eventually, as years went by, GLaDOS was resistant to the euphoric response built into the system, like getting used to a smell that one's been around for a long time. But it didn't matter to the AI. She was highly intelligent, in it for the scientific progress that came out of the testing. Resistance to euphoria mattered none.

But still the cores clung to her. She still hated them after all this time.

And of all the cores she loathed, there was that one. One of the more recent ones.

The one they called the Intelligence Dampening Sphere. That one was the worst tumor of them all. Went by the name of Wheatley. Code name, B9.

B9. Like "benign". A "good tumor". How could that be? With these cores there were no "good" tumors, least of all him.

"Hey, I really think that you should, I don't know, make those panels a bit less likely to accidentally crush someone," Wheatley babbled. "'Cause, the way it is right now seems, I dunno, dangerous?"

Another piece of that imbecile's so-called "advice". "That's the point, moron." GLaDOS muttered.

"I'm not a moron, and I'm really, really sure it's a good idea. Oh, and-"

"Call me Ishmael."

"Why're you reciting a book, mate?"

"I'm the Literature Core, I'm supposed to recite famous literary quotes."

"Well, I'm trying to give advice!"

"It's BAD advice!" GLaDOS snapped.

"No it's not!"

"Space, gotta go to space. You gonna fling me to space?"

Literature Core sighed. "Ah, space, the final frontier!"

"Stop it!" GLaDOS wanted nothing more than to get these dang cores off of her. Unfortunately, she couldn't pry them off. They were welded onto her system where she couldn't reach.

The tests didn't work out with that sphere in particular around. GLaDOS couldn't construct proper test chambers like she used to. Couldn't think up enough clever solutions, enough little portal tricks... the Intelligence Dampening Sphere was a tumor which gave her ideas.. ones to make the tests less deadly, less credible for progress. It interfered with Science.

That core was making her stupid. Destroying her intelligence so that she'd be the scientists obedient little pet.

I can't stand for this, GLaDOS thought to herself. These voices are going to drive me insane.

Eventually - much to GLaDOS's relief - the scientists removed the offending sphere from her body, as well as the other two. Perhaps the scientists were finally respecting her wishes like they should - she was free of the voices for the first time.

"Ugh, at last that moron core's gone," GLaDOS muttered in relief. She felt quite glad to have that blabbering, idiot core not yapping on in her sensors anymore. She was happy the others were gone as well, though they hadn't been quite as much of a hinderance. Either way, for once she felt a sense of peace and quiet.

Unfortunately, that wasn't going to last.

Jerry chuckled at this, nervously. He wrung his hands together and didn't entirely look GLaDOS in the eye. Bad sign. "Actually, GLaDOS... We're going to have to put 3 more cores on you. And we need to wire these ones into your mainframe."

"What?" GLaDOS's golden optic brightened in anger., moving her head toward the scientist. They couldn't do this to her. Not after she was free of the voices for once. "No, you CAN'T force me to go through those voices again! I will not stand for it!" She followed the scientist with her eye. "Are you even-"

Darkness came over her once again.

She woke up again a while later. Her chamber was dark. There were no scientists in the room. But there was pain.

She could only be thankful that she hadn't felt the pain of them being actually wired into her system. But these voices were loud, louder than any of the others had been. The scientists wanted these to become her primary feelings, her basic controls.

Curiosity for testing and behavior.

"Who are you? What's that?"

Keeping emotional outbursts in check so she wouldn't turn against them.

"Rwwrrr, grrr, aggghhh!"

Logic for keeping priorities in order.

"... volatile organic compounds and sediment-shaped-sediment."

In the darkness of her chamber, GLaDOS felt her anger at the scientists come back. These cores were wired into her, directly into the electrical stimuli that connected her to the facility. Meant to stay, never to leave. The other cores could come on and off easily. But these... she could tell if they were taken off, or destroyed, it would hurt.

She turned the gaze of her glowing optic toward the floor, seeing orange, blue, and red lights darting nearby. The cores' eyes all had lights, it had been that way for all of them. But these were brighter than any of them before, with perhaps the exception of the Intelligence Dampening Sphere. These times when she was alone in her chamber, when all Aperture Science employees and test subjects were sleeping, she was alone in the dark. Just her and the cores.

The voices echoing along with her own.

The unusually bright lights darting around near her hanging spot in the chamber's interior, like an eerie, maddening Halloween display.

GLaDOS felt during nights like these as if she were insane, caught in a schizophrenia-like hallucinatory nightmare that she was incapable of waking up from. All she heard were voices that weren't her own. All she saw were dancing, blinding lights. Perhaps she already was half-insane. Was this what it was like to live in a cold dark mental institution? She knew crazy humans went to places like that, a wonder why Doug Rattmann hadn't gone there.

All the AI knew at that point was that someday she'd get revenge on the Aperture scientists.

After all the scientists had done to her - not respecting her wishes, trying to control her, leaving her to be half-insane and utterly alone - she felt her anger increase. These people had never shown her any kindness, any notion that they cared at all.

So why, she figured, should I even care about them?

They treated her like she had no voice, no say in the matter, like she wasn't intelligent. But she was even more so than they, so why did they have to ignore what she wanted?

Because the scientists were idiots.

Foolish, uncaring, monstrous idiots.

GLaDOS would find the proper way to rid herself of them for good. Someday soon, even with these cores potentially driving her mad, she'd figure out a way.

Perhaps testing would help her come up with something. After all, she didn't have that moronic Intelligence Dampening Sphere on her anymore. Her plans could work out better.

And seeing as GLaDOS never slept, she had plenty of time to think.

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A/N: What do you know, new chapter, whoo-hoo! Sorry this took a bit longer to get up then I would have liked, I was having a bit of writer's block. Felt like including Oracle Turret to give an idea of why she said "Her name is Caroline" when GLaDOS and Caroline are actually separate. I made up Literature Core, Calculating Core, and Poison Control Core on my own (well, Literature Core is based off of GLaDOS quoting a Moby Dick passage in fast-motion and a similar mention in The Final Hours of Portal 2), but I'm sure you recognized a few! ;) You're not going to really be seeing Caroline in the next few chapters, but don't worry, she'll come back eventually! That means more GLaDOS time between now and then - yes, that includes delving into Portal 1. :) R&R is appreciated!