A/N: This takes place shortly after Chell and GLaDOS get back up to 'Wheatley' Labs, before Wheatley goes full-on power crazy.

And androids just because I like android!Wheatley. GLaDOS is still a potato, though.

Also, there are a few mentions of what could be interpreted as suicidal thoughts, but it's nothing too major. Still, if that triggers you, be careful.


The wind cutting against her face as she flew out of a portal was a welcome distraction, but almost as soon as she landed on the elevated platform, the tiredness came back, slamming into Chell with an overwhelming force.

Wheatley grinned and watched her, leaning back into the chassis. Chell could watch him from the large monitor next to the exit of the testing room if she so wished, but she chose not too, instead focusing on the next part of the test.

She shook her head lightly, willing the fogginess in her head and weight in her eyelids to go away, and shot a blue portal across the room, an orange one on the white panels far below the platform she was on, and leaped.

She'd never get used to that feeling, the feeling of her hair flying around her and her stomach leaping into her throat, the wind making her eyes water. She shut them tight, and she knew she would land perfectly due to her boots, but jumping had always been scary.

Just a few feet to either side, she would have missed the platform, and continued falling, for miles down into the facility. Perhaps she'd never stop falling. Maybe the boots would help her land, and she'd be stuck down there until she died of neglect. Maybe the boots wouldn't work at all and she'd break every bone in her body upon impact and die a miserable death. It was only a little sad to her that all possible outcomes that she thought of ended in death. Maybe death would be a welcome thing, but it would probably just end with her being brought back to life somehow. If anyone knew how to bring the dead back to life, it'd be Aperture.

Chell continued to keep her eyes closed and she felt relief wash through her as her boots connected with solid ground. She skidded forwards a few steps, but managed to remain upright. Opening her eyes reluctantly, she squared her shoulders, and walked to the exit leading to the elevator.

Wheatley tipped back his head and let out a satisfying and marginally creepy sigh.

"Oh, amazing job," he said, his breathing becoming slightly heavy, "Absolutely fantastic, that is."

Chell couldn't see the monitor anymore, and she was positive she wouldn't want to.

Wheatley had been a next to perfect companion before, but now, she could barely stand to look at him without wondering where her friend had gone.

She staggered to the elevator, and tried not to frown. She couldn't remember the last time she had felt tired. But she was certainly feeling it now.

It had first had begun to bother her shortly after Wheatley took over, a bit after she was knocked down into the deep parts of the facility.

The elevator doors shut, and the swift ride upwards threw off her balance, making her dizzy. She really needed sleep.

She was at the entrance to the next test chamber in just a few moments, and she continued forward, tightening her grip on the portal gun. GLaDOS, who was perched at the end of her gun, was oddly quiet, but Chell wasn't complaining.

She stepped into the chamber and panels moved to cover the entrance, providing her with no exit other than the one at the far end of the chamber.

At least four elevated levels she'd have to leap to, hard light bridges here and there, a few turrets placed in the upper corner, some buttons, some cube dispensers, and just to top it all off, acid water pooling below the whole room.

Definitely one of GLaDOS's old tests, recycled.

This one was complex and left no room for mistakes, if she slipped up even in the slightest, next thing she'd know she'd be riddled with bullets or burning in the liquid at the bottom of the chamber.

This test would take a good bit of thinking, brain power that Chell didn't have at the moment.

She backed up until her back hit the panels that covered the entrance she just came through, and then slid down until she was sitting, her knees pulled up tight against her chest.

Wheatley, who was watching from a monitor opposite her, frowned.

"What do you think you're doing?" he said.

She didn't reply, even if her voice worked she wouldn't have replied.

Chell pulled the gun out of her hands and set it to the side, taking care that it was upright, and wouldn't tip over and crush the potato that was GLaDOS. She began working at her boots, undoing straps and tugging them off, relishing in the feeling of not wearing shoes. A feeling she hadn't experienced in a very long time.

"You have to test, and this... this is not testing. So get up, put your shoes back on, all of that, and lets get to it, eh? Just, stop. Stop doing that."

Wheatley continued to talk and pester as she stretched her legs out in front of her, and leaned back on the panels, closing her eyes.

She never once showed weakness. Ever since she was woken up for the first time, in the beginning, where promises of cake were abound and the facility was bleak, she'd never let anything get to her. She'd never show the robots that she was listening, she'd never show emotion, not even when Wheatley turned on her, never.

Emotion, weakness, they weren't really her thing. She was ice and she liked it that way. Showing the robots that they had gotten to her time and time again would only fuel the fire and make things worse.

But she could not give up on this opportunity.

Chell needed rest, her every muscle was practically begging for it, and if that meant leaving herself defenseless for eight or so hours, so be it.

Despite the persistent voice of Wheatley begging her to test, she began to drift off, entering the blissful world that is in between being awake and being asleep.

"What, what are you even doing? Sitting? Just, sitting there, with your feet all out, doesn't seem to have appeal at all. Not like, apples, or the color blue, or testing for example. No apples around here, though, and the room does seem fairly white, yeah, just white, but testing! Testing is a thing you could be doing right now! So why don't you jump on that, it is a thing you could be doing that would make us all happy, make me happy!" Wheatley rambled on.

"She's trying to sleep, imbicle," GLaDOS spoke up. If it were possible for a potato to roll it's eyes, Chell was fairly sure GLaDOS would be rolling her eyes right now.

Chell slid down to her side, and used her arms as a pillow, keeping her eyes shut. What she wouldn't give for a blanket, or even just a pillow.

GLaDOS and Wheatley continued to argue, and she barely heard them through her haze.

"Sleep? Like, for hundreds of years like last time?" Wheatley replied, alarm in his tone.

"No. Eight hours is the human average. Leave her be, if you don't she won't be capable of functioning."

GLaDOS defending her? Chell almost wanted to pinch her skin, see if she was dreaming already. She thought about it more, and realized that it was probably out of GLaDOS's personal agenda, to have Chell functioning and therefore able to put her back in charge.

"Eight hours? Nope, not gonna happen. Too long. There is testing to be done, and now. Hey, lady! Wake up!"

Even though Chell was fairly sure Wheatley was yelling, his voice was barely registering, she was so tired.

"She never did this when she tested for you," Wheatley pouted.

"Because I pumped adrenal vapors into the room. Completely erased her need for sleep," GLaDOS replied, sounding bored as if she was merely talking about the weather, not how she kept Chell under her thumb for so long.

"Adrenal vapors, adrenal vapors, oh, here we are! Um, the computer says I'm out. Oh! They have a recipe here, I'll just make some more! Few minutes, we should be good as new!"

"If you mix it improperly, or give her the wrong dose, she could die. Just saying."

"Well, I have decided to not make some more adrenal vapor. My decision. Has nothing to do with what you said. I'll just let her sleep this out, I suppose."

"Knewyouwould," GLaDOS muttered, quietly.

Despite her overwhelming need and want for sleep, the panels Chell was laying on weren't exactly comfortable. Sleeping on cement would probably be easier.

She frowned, twisted, tried a different position, moved her arms, moved her legs, shut her eyes tighter, took her hair out her ponytail, tried everything she could think of.

She sat up, and opened her eyes wearily.

"Oh!" Wheatley exclaimed, moving closer to the monitor, "You're done! That was a lot quicker that I expected, good! Now we can get back to-"

Chell shook her head.

Wheatley stopped mid-sentence, even GLaDOS took interest from her perch on the gun.

Chell never spoke.

That was obvious.

But she never interacted, either. All forms of communication were off limits.

She understood and would follow commands and suggestions, but she would never reply.

And yet, Chell shook her head.

"No...?" Wheatley said, his voice coming out quiet and a little confused.

Chell shook her head again.

No.

She was probably giving up too much, showing off too emotion, but Chell was far too tired to care.

"You didn't sleep? Why not?" he asked.

Chell knocked on the panel she was sitting on.

"Panel? Yes, that is a panel, I know-"

"She's saying it's too hard," GLaDOS supplied, "We can be recharged anywhere, humans need a certain level of comfort to be able to sleep, most of the time."

Chell nodded in confirmation. She looked from the potato back to Wheatley.

He scowled and leaned back, crossing his arms over his chest.

"No."

Chell stared at him.

"No, no, no. You wanted to sleep, I was allowing you that, but now you're complaining on where you're sleeping? Ungrateful, that. Just pure ungratefulness. So you lost your chance. Get up, put your shoes back on and do that thing you do with your hair again, let's get going. No sleeping is going to be done today. Just testing. Get to it, lady."

Chell didn't make a move to get her shoes, or gun, or the rubber band on her wrist. She didn't move, she simply stared up at him.

"Now!" Wheatley shouted, patience running out, "Don't make we wait any longer!"

The panels under her twitched slightly.

Chell still didn't move.

Please?, she mouthed, hoping he would understand.

If not, he'd probably kill her. But death is just an endless sleep, right? There wasn't anything left to lose.

Wheatley paused again, losing his scowl.

A nod and a head shake was something, but mouthing words was something else entirely. Something bigger. Much bigger.

Although he had only known Chell for a short while, he knew her. He had spent time with her, and he had read her file many times before he met her. Chell didn't slip up. She didn't show weakness. She just didn't.

And so, mouthing a word was a monumental thing.

And he did have a heart, after all.

His shoulders slumped, and he ducked his head slightly.

"Fine." he said.

A large metal claw snaked out of the wall, several panels away from her, and started towards her. Her first instinct was to flinch back, and Wheatley noted that.

"If you want to sleep on a bed, fine," he said, "No killing, no turrets, no death traps. Cross my heart, love."

She glanced back over at him, and then nodded.

Soon the claw was locked around her waist, tight but not tight enough to hurt. She was lifted up, and she tried her hardest not to look down. Looking down was bad enough with the long fall boots and portal gun, it was infinitely worse knowing that she had nothing to act as a safety net were she to fall.

She was sped through the facility, going so fast it made her head spin, before she was neatly deposited on her feet, in the main chamber.

Wheatley's room.

A bed was set up in one corner, and although there were no sheets on the mattress, only a worn blanket on top of it, and the pillow looked oddly stained, it looked like the most comforting thing in the world to Chell.

"You're seriously just going to leave me here, in the dark?" GLaDOS's voice spoke up, coming up from the monitors hanging on the walls, the ones that were showing the chamber that Chell had just been in. "You can't just leave me-"

Wheatley waved his hand slightly, and the monitors winked off, silencing GLaDOS.

"Go ahead," Wheatley said, gesturing to the bed, "It was the best I could find on such short notice, but it'll do, I think."

Instead of moving to the bed, as instructed, Chell walked towards Wheatley, taking small and slow steps, so as to not make her head spin. In less than a minute she reached him.

He backed up and lifted off the floor slightly. Sure, she was probably not thinking clearly, being low on battery and all, and didn't have the gun or the boots, so she was mostly harmless, but still. Never could be too cautious.

She smiled at him, and gestured for him to come down, come closer. He warily did so, making sure he could escape in an instant if needed.

"What? Is there anything else you-"

Chell grabbed him by the front of his jumpsuit and tugged him down to her level, and placed a quick kiss on his lips.

"Ohhhhhhhhhh," Wheatley said. "Oh. Um. Oh."

Apparently androids could blush, as a warm red was covering Wheatley's face.

Chell smiled at him again, and then turned and moved towards the bed.

"Was, um, was that a thank you?"

She nodded, as she pulled back the blanket and got herself settled.

"Oh. That was, um, that was a very nice thank you. Very nice. You're very welcome. Anytime you want to do that again, I'm up for it. So yeah, but now I'll just leave you to do your sleep thing, yeah..."

He looked over at her, and she was already asleep.