Wheatley stared up at the ceiling with dull blue eyes.

It was nearly light out now, and he hadn't slept all night. He had tried for awhile but every time he closed his eyes he saw Chell. He saw how scared she had looked the night before when he had yelled at her, how her soft beautiful voice had twisted into something bitter and sharp that she had thrown at him like a knife.

That was the worst part about all of this, in his opinion. She didn't like to use her voice in the first place, he knew she didn't, but last night he had upset her enough to use it as a weapon.

Wheatley had scared her. He could remember a time not very long ago when he was afraid of her, too, and he knew that being afraid of her had made it harder to help her. At first it had made him less willing to help her. Wheatley was extremely lucky that Chell was helping him to begin with after everything he had done; making things harder for her was only going to hurt both of them. He needed to be more careful about what he said.

Wheatley sighed and rolled over on the couch. He had left his room a few hours ago after he had realized that he wasn't going to get any sleep that night. He thought that he might as well get up and wait for Chell so he could apologize. Again.

He lay flat on the couch and watched the dusty shafts of light migrate slowly over the ceiling until he heard the quiet creak of a door.

Chell had been awake for most of the night. What little sleep she had managed had been plagued with nightmares of Him and Her, and the rest of the night she had spent staring up at the ceiling while angry, guilt ridden thoughts chased each other around in her mind.

Eventually she had decided that she might as well start the day early, and she had gotten up and dressed and put her hair up. She stayed in her room a little longer after that, knowing that he would probably be there waiting the moment she opened the door and she wasn't ready to face him yet.

Chell wasn't sure how to handle him after what had happened last night. He had blatantly ignored her wishes, frightened her so badly she couldn't move, yelled at her (or at least she thought he had. She wasn't sure after how calm he sounded when he took her wrist.), and shaken her emotions badly enough to make her speak: to snap at him.

She had thought that things were getting better between them; now she wasn't so sure. What she was sure of was the fact that she couldn't hide in her room all day. Chell would have to face Wheatley eventually, so she might as well get it over with.

As she had predicted he was there and talking the second she opened the door.

Wheatley sprang up from his slumped position on the couch and nearly ran to greet Chell as she emerged from her room, reminding her of a dog greeting its master.

"'Mornin, love!" He chimed a little too cheerfully, flashing her a charming smile that fell a little flat.

Chell's only acknowledgment was to give him a weary look before she stepped past him. Wheatley followed her into the kitchen, stopping at their invisible border between the kitchen and the breakfast nook. Breaking her rules wasn't going to help anything.

"How are you?" He asked quietly.

She pawed lightly at her eyes, giving him a tired look. He felt a pang of guilt: Chell hadn't slept either because of what he did.

She started to walk away but before she could get anywhere she felt a light tug on her sleeve. She turned around to find Wheatley giving her a guilty look.

"Look... I'm really really sorry. About everything, but, at the moment, I'm mostly sorry about... How I behaved last night." He bit his lip as he looked up at her. "I shouldn't have pushed you to talk when I knew you didn't want to. You don't have to talk to me ever again. I wouldn't blame you. I don't deserve it." He broke eye contact for a moment as he wrung his hands. "I just... I thought I should apologize again because, honestly, I'm so guilty I couldn't sleep all night. So. I'm very sorry. Again."

There was a moment of silence that he wished he had expected. Despite what had happened the night before he still wanted to hear her talk. It hurt that she had spoken to him once (in anger) only to return to silence the next day.

"Wheatley." Her voice was every bit as beautiful as he remembered it, if not more so. It was soft and warm, free of anger and laced with sympathy. The sound was light enough that Wheatley swore he could almost see her words (well, word, in this case) float around her. He was certain that if her voice was tangible it would be something so pure and delicate it would melt at a touch.

And she had used that beautiful voice to say his name.

For the first time in a long time Wheatley was at a complete loss for words. It took him at least a full minute to realize that he was supposed to respond, and that was only after she started giving him a concerned look.

"Yes, er, um, Chell?" He scrambled.

The voices raged inside her head, flames of anger fighting rigid shards of icy guilt. She knew she couldn't stand for both, not at once, so she picked one and moved on.

Chell shook her head as she gave Wheatley a soft smile. "It's not your fault."

He blinked at her, scrunched up his face as though he'd suddenly tasted something sour, and blinked at her again. "Well... Um... Not that I'm trying to be difficult or anything, but, um, yes it is. My fault. Actually." He shook his head as he gave her a guilty but serious look. "Because, you see, I understood that you didn't want to talk, but since I wanted to hear you talk I just kept pushing you until-"

"Yes. But I didn't have to listen." She didn't sound angry but a healthy dose of stubbornness was beginning to leak into her voice.

He shook his head. "I still shouldn't have tried to talk you into something you didn't want to do."

Chell didn't respond this time. Instead Chell opted to look him up and down, wearing an expression vaguely reminiscent of the faces she'd made back in Aperture when she'd been trying to solve a test.

Though now she wore a smirk.

Wheatley could tell that she didn't want him to see it by the way she kept pressing her lips together into a thin line and scrunching her eyebrows in a fake confused expression (Wheatley should know, she had given him plenty of confused looks before), but after a moment she gave it up, releasing the smirk along with a soft huff of laughter. She then pressed her hand over her eyes and shook her head.

"What?" He asked, trying to suppress a smile of his own.

"You." Her voice was warm and her eyes sparkled when she spoke.

"What about me?"

"You're different." She said softly, her eyes brightening a shade as she looked up at him.

He was different.

Even before Wheatley had turned on her he hadn't been the greatest companion Chell could have asked for. He had insulted her, haphazardly thrown her into deadly situations on multiple occasions, and blamed her for things they both knew she had nothing to do with; now Wheatley apologized profusely for every little thing he did (not that this particular thing was a little thing, but still), obeyed all of her rules (even now he was standing safely outside their invisible kitchen border), and, most importantly, he wouldn't let Chell take the blame for anything bad even if she tried. Aside from a few thoughtless remarks and what had happened the night before, Wheatley had behaved surprisingly well the entire time he had been living with Chell. Suddenly what had happened seemed insignificant in comparison to what had happened before; what could have happened instead.

Things could have gone a lot worse and Chell knew it. She also knew why things hadn't happened that way.

"I think you're getting better now."

Wheatley still hadn't fully recovered from the last thing she had said, so this had caught him completely off guard. He knew it was a compliment that meant many things at once, and suddenly he felt infinitely better. This tiny little conversation (their first real conversation), though about half of it had been spent arguing (nicely), eased the tension between them so much that it was almost as if their argument the night before had never happened.

Chell seemed to feel the same way because soon she was giving him another one of her mischievous smiles.

"Come here." Her eyes glistened as she took his hand in hers. "There's something you need to see."

Wheatley didn't object as Chell lead him out of the kitchen, though he was surprised when they stopped at the front door of the house. She had been putting this off for long enough; he was ready for it now.

Wheatley hadn't been outside since That Day, which had now been over a month ago. By the time they had reached Chell's house it had been dark, and the only thing Wheatley really remembered from the outside world was wheat and darkness. Not that taking in the scenery had been his main concern at the time.

Now he gave Chell a nervous look as her hand wrapped around the door knob, not sure if he was ready to become part of a world full of dangerous, unpredictable elements that had nearly killed him just a little over a month ago.

As she opened the door Wheatley was stunned into silence for the second time that day.

The surface was beautiful.

The air was crisp, cool enough to be refreshing but yet not cold. The first rays of light were creeping silently over the horizon, making everything around them glowed gold in the early morning twilight. The sky was painted with soft pastels while the trees were adorned with vibrant shades of red, and orange, and yellow, the wind making their leaves drift gracefully to the ground like confetti.

But the breeze carried more than just leaves.

Soft music could be heard on the wind, a sound that, to Wheatley, almost sounded familiar. As he turned to find its source he finally noticed the thing Chell had brought him to see in the first place.

On the other side of Chell's house, a little ways away, there were shadows that slowly took the forms of houses. More houses lay beyond that and a few houses lay beyond that. Warm, cozy light pierced through the silhouettes, proving that the dwellings were occupied.

Wheatley had to take in the scene about five times before he actually realized what it meant. A growing sense of dread crept up his spine as he realized they were in a town full of humans.

Author's Note:

Oooooooooh, did I actually finally get a little bit of plot going here?

Wheatley and Chell are living in a town full of people. Now that Wheatley is starting to learn the basics of being a decent human being, how do you think he's going to treat people who aren't Chell? (That's kind of a scary question, isn't it?)

A town full of people=ocs. Lots of ocs. I'm going to try not to ruin this with horrible cheesiness as I add them in. Please be patient with me.