While Chell was off gallivanting in the city, GLaDOS was left alone with Elli. After causing a small explosion, getting stuck to the ceiling, and causing a miniature whirlwind, she wouldn't exactly say she was making any progress, but Elli was delighted.

"Oh, come now," he scolded lightly after she expressed her irritation, "When I first met you, I doubted you could make a single spark of magic. However, you disproved me with that levitation spell."

"Can't anyone use magic once they know it exists?" she asked, remembering what Chell told her.

"That's the theory, but in reality, there are some people who simply can't," he replied, "But, it seems that is not the case with you. Now, try again."

Once again, she tried to focus on creating a protective force field. A small, yellow bubble formed in front of her and she tried to make it expand. Just like before, however, it burst, sending her flying back.

"Try again," he said simply.

GLaDOS detached herself from the wall.

"Can I ask you something first?" she asked.

"You just did," he pointed out, grinning slyly, "But go ahead and ask something else."

She rolled her eyes at him, but continued, "You said you… read our minds with magic," she began. He nodded. "Can magic be used to control someone's mind?"

"Oh, yes," he said, "Simple influence actually isn't that hard, actually. Let me guess, you think Chell did that to you?"

"Honestly, why would I end up here otherwise?" she said with exasperation.

"Don't be too hard on her," Elli said, "It's an angel's nature to manipulate. She probably wasn't even aware she was doing it."

She cocked her head. "How could she not know?"

"Every sentient being has what is commonly called a 'soul'. It's really just a person's consciousness, personality, etcetera. Every soul emits an aura. This aura varies from person to person and species to species. It may have no effect on others or it may have some effect. That's the case with angels – their auras can touch the souls of other's, influencing them to feel certain emotions, feel inclined to believe them…"

"So she has no control over it," GLaDOS asked.

"Nope," Elli replied, "Probably doesn't even know about it yet. She'll learn, don't worry, but I must remind you – she is young."

She shrugged. "She's an adult, though." Then she paused. "Isn't she?"

Elli laughed. "If she were human. No, she's practically a kid. Angels don't even become mature until they're a hundred years old. She's, what, thirties? Late twenties?"

"Well. That's interesting. I suppose that accounts for her impulsiveness," GLaDOS commented, "Can you tell me any more about angels?"

"Well," Elli said, "They say the reason it is so easy for an angel to manipulate someone's mind is because they are close to the soul…"

He launched into a long explanation punctuated with pacing, extravagant gesticulations, and quite a few "some say this, but others say this…". In short, the general legend about angels states that they were created by some being known as Azrael, the Guardian of the Dead, to help him ferry the souls of the dead to the Land of the Dead, and are involved in most things that are 'of the dead'.

"So, are you going to give me any scientific facts or just try to entertain me with fairy tales?" She asked when he was done, "Not to mention that I don't see her ferrying souls anywhere."

He shrugged. "It is, after all, a legend. Perhaps that was their original purpose, but now they've stopped; perhaps it's just a story. Perhaps that's what they spend their afterlife doing."

"I see," she said, still unconvinced that it had any bearing in truth. Magic was one thing, she was sure she could figure out how it works – but some sort of afterlife in the 'Land of the Dead' was out of the question.

"Well, that was a lovely chat," he said, "But now we have to get back to, well, this!"

He launched some sort of ball of magical energy at her. Without thinking, she reached her hand out in front of her, and a gold shield formed in front of her, which the ball smashed into and burst.

"Yes! Well done," he congratulated her, delighted, "Now, let's move on to offensive magic, shall we?"

Within three hours' time, she was able to form a basic ball of magic of relative stability and could fire it with relative accuracy. By the time this ended, the room was covered in scorch marks and small craters. That was when Chell finally returned with the groceries.

"Well, you took longer than expected, fledgling!" Elli called.

Chell tensed, glaring at him. "Would you stop calling me 'fledgling'?"

"But you are a fledgling," he pointed out, smiling, "Look, you've still got your down feathers!" He pointed at the base of her wings, where soft, fluffy feathers grew. Chell immediately snapped her wings to her sides, hiding them. He chuckled.

She unceremoniously dumped the groceries into his arms and turned to GLaDOS.

"No attempts to kill you, I guess?" she asked.

"No more than what you've done," the AI replied. With a shrug, the angel headed for the stairs.

"Well, I suppose that's the end of today's lesson," Elli said, his voice muffled behind the mountain of plastic-wrapped goods. "Go on, rest up. You've used up more energy than you realize."

As she too headed up the stairs to their room, GLaDOS realized he was right. Her shoulders sagged and the staircase seemed more and more like an opposing obstacle. An eternity seemed to pass before she made it up to their room and collapsed on her bed. She felt sick in the pit of her stomach, and sleep seemed irresistible. She looked up and noticed Chell was watching her carefully.

"What?" she demanded groggily, "I'm fine, in case you're wondering."

"Oh, I can see that," the angel replied with a smirk. With that, the former AI passed out.

For the next several hours, Chell pretended to do the same. Staying awake wasn't the hard part; dark angels were usually partially nocturnal. The hard part was the sheer boredom of lying there, completely still and doing nothing but watch the time tick by on the old clock on the wall. It was pitch black in the room, but that had little effect on her ability to see.

Finally, the clock struck two in the morning. Silently, she slipped out of bed. A quick check told her GLaDOS was still sound asleep, and a short extension of her awareness told her Elli was as well in his upstairs bedroom. She crept down the stairs, a tiny levitation spell keeping her feet weightless enough to not make a sound on the creaking steps. At the bottom of the staircase, she slipped into the Elli's shop and immediately felt a chill down her spine. It felt as if everything in the room was staring down at her, daring her to come closer.

She shrugged it off, however, realizing it was a minor intimidation spell, probably cast as a warning to thieves.

Like me, she thought with a small grin. Once she knew it was a spell, the effect vanished and the room returned to normal. She quickly scanned the shelves for her target. It took her almost half an hour, however, to find it in the cluttered mess of seemingly random, disorganized objects crammed on the shelves. It was wedged between what looked like a jar of blue pickles and a wooden mask of some sort. The pipe at first glance looked to be made of leather, but was actually made of something harder that was composed of reddish brown, overlapping egg-shaped pieces.

Before picking it up, she checked for traces of magic that could indicate a protection spell. Other than the warm magic buzzing within the object itself, however, she found none, and cautiously plucked it off the shelf. It seemed to radiate heat and vibrate with magic. She waited, preparing to say that she was simply unable to sleep and was only curious. She doubted he would be fooled, since he read their minds when he first met them and would probably know she was lying. However, Elli never appeared, and nothing happened.

Satisfied, and letting her caution go, she stepped out the door and into the night air. The pipe tucked under her arm, she took off, headed for the scheduled meeting place.

The area was within the condemned area of the city, in an abandoned park that was surrounded on three sides by crumbling buildings. The ground was covered in black tar like a parking lot, and there were a few rusty metal picnic tables and park benches scattered about the border. There was a small group of dark angels gathered there, lounging about on the tables, that looked up as Chell landed.

"You made it," Chief said.

"Thank you, Captain Obvious," Chell quoted.

He raised his hand in an amused truce. "Alright, did you get it?"

"Naturally," she replied as she tossed it to him. He caught it with ease and took a moment to stare at it.

"So, are you going to stop staring at it like a love-struck human or show us what it does?" said a female angel. She had long, black hair that obscured her right eye and had a violet stripe along the right side. She wore a short black dress with horizontal purple stripes on the bottom and black leather boots. Her wings were not as shiny a black as Chell's, but definitely violet-tinted, like they were a deep, dark violet instead of black. The boys, Chief and Jake, were both older than Chell, though still juvenile like her, but this girl was younger.

"We call her Crystal," Jake explained, "Since she uses, y'know, crystal magic. An elementalist in it."

"Isn't that a form of earth magic?" Chell asked, studying the girl, looking into her amethyst eyes. She merely nodded. "I thought that was difficult for naturally airborne creatures like use," she pointed out, stretching her wings.

Crystal shrugged. "Usually."

Chief, meanwhile, had finally decided to give the enchanted pipe a puff. As soon as he did, it exploded into reddish dust that dispersed into the wind. He stood there, staring at his singed but quickly healing hands before whirling around to face Chell.

"You – You traitor!" He declared, his eyes blazing orange and yellow.

Chell merely shrugged, however, and said, "Hey, I didn't know it was going to blow up. It was probably a security spell that was hidden."

His nostrils flared, but with nowhere to direct his anger, he started pacing, his wings fluttering with irritation and flashing red. "Now what?" he muttered to himself.

"Technically, you still owe me," Chell said calmly, leaning against a wall that bordered the park, "I brought it to you."

"I don't owe you anything, runt," he growled. She stepped forward, instinctively preparing to fight. He noticed her aggressive approach and faced her with a snarl.

"Go on, Cliff! I mean, Chief!" Jake called.

"His real name's Cliff?" Crystal asked, tilting her head to the side, though she sounded apathetic.

However, she was ignored as the combatants moved closer together.

Predictably, Cliff made the first move. He tried to throw a fireball at her, but it was smaller than he expected and fell short, singeing the ground at her feet.

"That's it?" Chell asked with a mischievous smile. She then retaliated with a ball of dark magic that exploded on impact and sent him flying back and sprawling against the far wall.

He dazedly looked up and glanced around. "Where's my cigarette?" he mumbled.

"Don't tell me," She said, grinning, "that you actually depend on that thing to be decent at magic! At fire magic, no less! What you're supposed to an elementalists for!"

Crystal was trying to still look apathetic, resisting the smile that was tugging at her lips, while Jake was refusing to meet Cliff's eyes.

Cliff shakily got to his feet, and while he tried to look calm or even amused, it was clear that his was freaking out. Before there could be any more teasing or magic ball throwing, they were interrupted by a kid running into the park.

It was clear he was a young angel of light, even though he was too young to have wings yet. He looked like he was about twelve. He had messy blond hair and wild blue eyes that darted fearfully between the four angels of darkness. His cloths were in tatters, and there were small sparks of magic dancing around his fingers. He dragged curved sword behind him. He opened his mouth like he wanted to say something, then lost the nerve and closed it again.

"What do you want, kid?" Cliff asked in his usual bored voice, like he hadn't just been humiliated.

"You… you killed them!" he squeaked, raising his hand like he wanted to attack.

"Killed who?"

Tears began to sparkle on his eyes. "My… My… My mom and dad…" he tried to hold back from crying, hoist the sword up, and continue on with some sort of authority, "Th-they said you were seen with them, and - and they were found dead all tied up in a back alley."

"Look, kid, this is brave and all," Cliff said, rolling his eyes, "But we didn't kill them. We left them tied up, but they should have been able to escape. Even if they couldn't surely some human would have heard them and come to help. There's no way you can blame us."

Chell, however, was intrigued by this. Like he said, there shouldn't be any way it was their fault, but she had a feeling they were connected. "Kid," she said, "You should probably run home now, as fast as you can." She spread her wings and lifted off without another word.

"Where are you going?" Cliff demanded as if he still had some authority, but Chell ignored him.

She was able to find the alley where they left the light angels after an hour or so of searching. The bodies were gone, but the ropes were there, cut to pieces. She could detect faint traces of magic that she couldn't quite identify, but they sent chills down her spine. That was when a high-pitched, airy whinny snaked through the air from a distance. The hair on the back of her neck standing up, she took off, heading straight home.

GLaDOS bolted upright, breathing hard, her heart pounding. She couldn't quite shake the feeling that something was terribly wrong, but passed it off as just a silly human nightmare that she couldn't remember. She tried to get back to sleep, but restless kept her awake. She still felt like something was wrong.

Then an idea hit her. Maybe Chell was the one having a nightmare, and that aura was affecting her. She rolled out of bed and reached over to shake the angel awake. However, the bed was empty. She searched the entire bed, but found nothing but sheets and a few stray feathers. Curious, and a bit concerned, she headed downstairs.

She found Elli sitting in one of the chairs in the shop, polishing what looked like a reddish leather pipe.

"Where is she?" GLaDOS asked.

He grinned at her. "Outside," he replied, "You should probably go; she's in a bit of a pinch."

She raised an eyebrow. "Why would she need me? She's an angel."

"Yes, she is," he commented, his eyes focused on the pipe, "But, she still needs you. Go on," he urged.

Still suspicious, she headed out the door. Just after she stepped outside into the surprisingly cold air, Chell landed, wearing an unreadable expression. It hardened, however, when she noticed GLaDOS.

"What are you doing out here?" she demanded.

GLaDOS leaned up against the wall. "Couldn't I ask you the same thing?" she asked calmly.

A high-pitched, breathy whinny sounded. They whipped around toward the sound, but couldn't see anything. A deep fog was gathering.

"I wouldn't expect to find a horse in the city," GLaDOS said quietly.

"You'd be surprised," Chell replied. She tried to sound calm, but it was clear something was scaring her.

"What was that?" GLaDOS asked.

"A Night Mare."

"How original."

Chell shrugged. "It was those things that gave people the idea to call bad dreams 'nightmares', or so I've heard. Look we need to get ins-" she glanced in the direction the whinny came from and froze. At the end of the road stood the shadowy silhouette of a horse, its image wavering in the fog. Two gleaming orange orbs turned toward them.

"Too late," Chell whispered, "It's seen us."

"What do we do?" the former AI asked.

"Run," she replied, grabbing GLaDOS by the arm.