Everything faded in winter.

In Autumn canopies of trees had been adorned with vibrant shades of red and orange and yellow; now they were bare and devoid of color, their previously bright leaves covering the once green ground in monotone brown. Where the sky had once been painted with gorgeous blues and pastels, it was now blotted with clouds until it was dark and gray.

Winter snuffed the light, and color, and sound out of everything outside Chell's little house every year, and she had come to expect it. What she hadn't anticipated was it doing the same thing to the inside of her home.

Her eyes had always picked up on things that other's did not. Her home was suddenly much darker, and colder, and quiet, and the changing of the season had nothing to do with it.

The most noticeable (and in Chell's opinion alarming) change was that Wheatley's eyes were not as blue as they once were. Ever since their last talk all of the colorful (more like neon) little traits that made Wheatley, Wheatley had become as dry and dull as the leaves that littered the ground outside. It was like he was new to town again: Whenever he was around Chell he was cautious, and nervous, and weary of her. The difference was that now, instead of talking seventy miles per hour whenever she came into view, he avoided speaking to her whenever he could get away with it.

Chell knew that his speech was his first line of defense, which meant that if he had stopped talking he had likely deemed himself unworthy of being defended.

Though Chell knew the real reason why he wasn't speaking.

A few nights after their last talk she had a very dark nightmare. It was the first one she'd experienced in a long while, and in a twisted sort of way, it had been about Wheatley. Chell reacted badly, which was to say that she reacted. Apparently she made a sound of distress in her sleep, which Wheatley heard and investigated.

Chell considered it ironic that she had a nightmare about him on one of the first nights without him curled up beside her. After his 'confession' she quickly relocated him back to his old room and reclaimed her own (not without a great deal of pleading and complaining on his side), so in order to check on Chell he had to barge into her room.

Eventually she allowed Wheatley to hold her. She was nestled into his side, his arm slung around her shoulders, his head resting atop hers: He made her feel so much better. How had it not been apparent that he was her Wheatley, not Her Wheatley? What had she been worried about? If his intention was to hurt her he would have done it by now, and the fact that he hadn't was a good indication that What Had Happened wasn't his fault.

For the first time since his confession Chell felt completely calm and level headed.

And then she saw the moon.

And suddenly his grip his was a bit too tight, and his eyes were much too blue, and Wheatley very quickly found himself on the floor.

She would have apologized immediately had her voice cooperated. Chell hadn't heard his much since.

The two of them were going to be trapped (more or less literally) in the house together for months once winter hit, and at the moment they could hardly even look at each other. Chell knew that something would have to be done to fix things before they got worse.

She snuck a glance at him as she nibbled on a piece of toast.

Since Chell only saw Wheatley at mealtimes (he wasn't allowed to eat outside the kitchen/breakfast nook and if he didn't have to be there he would be as far away from Chell as possible- while still being in the house, of course) she decided that the best time to make her move would be at breakfast.

She took her dirty dishes to the the sink, sat back down, and spoke.

"I'm sorry." She said. And while Chell initially apologized for a very simple reason, afterward she realized that she was sorry for a great number of things. She was sorry for tricking him into thinking she couldn't speak, she was so so sorry for pressing that god forsaken button, she was sorry that the cake was a lie, she was sorry she had pushed him away- literally and metaphorically, and she was sorry that she caused this rift between them. That she had made him feel new and scared and vulnerable all over again right after he'd finally begun to get better.

Of course Wheatley didn't pick up on all of this, but the 'I'm sorry' alone was enough to make him choke on his cereal. "You're sorry?" He blanched, briefly wondering whether or not cornflakes could somehow find their way into the human lung, "Why're you sorry? You don't have anything to be sorry about!"

Chell gave a sad little laugh: If only that were true.

"Did you want to stay here?" She asked gently. She tried to meet his eyes but he avoided her gaze.

Wheatley edged away from her, guilt telling him she was only asking because she didn't want him around anymore. "What?"

"Here in Horizon. Or just here... with me?" He swore her voice turned softer at the last part. "Did you stay here because you wanted to, or because you felt like you had to?"

Wheatley blinked. In all honesty he hadn't really considered that there was an anywhere else. That there was someplace beyond Chell's cozy little home, beyond Horizon, beyond the stargazing hill. Beyond Chell herself.

"I don't... No... I never thought about going anywhere else." He stared down into his cereal. "Why?"

The reason why was almost silly. The day before she had decided to make one last trip to the east side of town before the season ended (it was still Autumn by the calendar) in order to add to her stock pile of winter supplies. While she'd been there the grocers wife, Charlotte (who was a hopeless gossip), had inquired about Wheatley. Did he like Horizon? Did he plan to stay in town? Was he going to live with Chell, or was he going to move out soon?

Chell hadn't asked him any of those questions. She had just assumed she knew the answers.

"I feel guilty." She admitted.

"That's ridiculous!" Wheatley scoffed.

It didn't make any sense, but what she was saying very nearly made him angry. Guilt was nothing to be taken lightly: He should know. It was heavy and sticky and awful, and, at least in his experience with it, it only clung to people who had somehow earned it. Chell was not one of those people. Her intelligence and her moral compass seemed to somehow be aligned in system of checks and balances so that if by some miraculous feat one was wrong the other would keep it in line. Everything she did was calculated, and precise, and careful. She didn't make mistakes, she didn't make wrong decisions. She didn't deserve to take the blame for his.

She didn't agree.

"Is it?" Chell asked skeptically, "I dragged you back here, kept you locked up in the house for a month, and even after that I hardly let you go anywhere without me." He could hear the determined spark of her eyes in her voice. "You're not a puppy, Wheatley, you're a person."

Was he? He wondered. Somehow he felt there must have been a difference between being human and being a person. It was probably a subtle sort of difference like the kind that separated looking from seeing, or hearing from listening. They were very similar, they could almost be used as synonyms, but were they really the same? Could a former machine ever really be a person? Could a villain?

Chell's voice turned softer. She smiled up at him sadly. "I've tried so hard to keep you safe that I've practically held you hostage here. What if you don't even like it here? I never even asked you if you wanted to stay here."

"When you said dragged me back here I think you meant to say saved my life. Which isn't a bad thing in my opinion. Or hopefully yours." He mumbled the last part, and Chell's chest hurt when she noticed that he wouldn't look at her. "And all that other stuff- Well if it makes you feel any better I hadn't thought of any of that either. I don't-" He gave a sad little laugh. "No one has ever really cared about my opinion before." He shifted, looking up at her meekly. "Well, before you."

There was a moment of silence that Chell would've loved to fill. Unfortunately her voice decided that the exact same moment would be the perfect time to go on break, so instead of saying something meaningful, about how that was awful and she would always care about his opinion, she smiled polity in his general direction.

Wheatley continued.

"I like Horizon. The people here are nice, but not too nice. Not um, aggressively nice. If that makes any sense? They don't mind to give you some space, er, room if you need it." He peeked up at her again, this time managing to appear more bashful (maybe even affectionate, Chell noted) than small. "I like spending time with you, too. If I really wanted to get away from you that badly I'd have made a run for it by now."

His voice was not the same, she thought. He did not sound curious, or happy, or coy; he sounded timid. Cautious. But perhaps he was a little braver for what they'd been through, because, at least for a moment, he managed to meet her eyes. In any case it was the most he'd spoken to her since their last talk.

"I'm proud of you." Chell's voice was nothing but pure affection. "You've grown a lot since you came here."

She hadn't meant to say that. It was the first thing she'd said in a good long while that she hadn't thought through, and she hadn't really expected it to come out because she thought her voice was still inoperable. That didn't mean it wasn't true, though.

"Oh." Compliments from her always caught him off guard- well, no, that was an understatement: Just the sound of her voice caught him off guard. Hearing that same voice sing his praises made him feel as though he'd melt to a puddle at her feet. For a moment it even made the guilt drop off his shoulders like a backpack full of lead. "Well, I finally have a good role model. An excellent one, really."

Wheatley fought the urge to smile like an idiot when he noticed that Chell was blushing.

"I wouldn't go that far."

"At least you're not a homicidal supercomputer." He offered. 'At least you're not me.'

Chell nodded, her eyes sparkling. "I'll always have that." She bit the inside of her mouth. "I still feel like I've treated you unfairly, though."

Wheatley frowned: Why did they have to come back to that?

"You- Why do you keep saying that?" He asked, half smiling, half frowning. "You're not- I don't think you've ever made a single mistake in your life. In all the time I've spent with you I've never seen you make one mistake."

Chell almost laughed before she realized that he was being serious.

She frowned. "That's not true."

'Button.' Her mind hissed viciously.

"Yes it is!" Wheatley said dubiously, "Humans created machines to be perfect, or so I'm told, but when we were back There, the only perfect being in the facility was you." He sounded so earnest that Chell didn't know if she should blush or smack him. "Every machine There was corroded or corrupt or selfish- and you were just, you were like sunlight." His gaze was full of admiration. "Even when I was still- a core," Wheatley managed, "even then you were so much better at everything than I was. Though that's probably not saying much considering that every aspect of my personality was designed to make me a screw up, right?"

Chell's expression quickly morphed into one of horror and hurt. "Wheatley," She breathed. She tried to reach for him but he frowned and moved away.

"No, no! It's fine! Completely fine! I'm mean, it's the only thing I'm good at, isn't it? Ruining things?" His eyes glinted bitterly. "I've failed at literally every job I've ever been given- including being an idiot, you'd think I'd pass that one with flying colors- I'm untrustworthy, I can't do anything for myself. And you," His voice softened as his eyes met hers. "you're strong, and clever, and careful. You always do what's right. You just- you don't make wrong decisions." He gave a huff of laughter. "You're perfect. The exact opposite of me."

For the first time she could remember Chell didn't speak because she couldn't find the right words.

"Am I listening to you, or Her?" She finally managed. Wheatley looked away.

The more she processed how self derogatory Wheatley's comments had become, the more she realized that there was a certain story he might find interesting. This was not the talk Chell had wanted to have, and it was not one she would enjoy giving, but he obviously needed to hear it.

Wheatley noticed her demeanor shift immediaetly. Her spine straightened, her shoulders rolled back, her expression went stoic. Chell looked as though she were about to enter a test chamber.

"I never made it to town." She said.

He blinked. "What?"

"I didn't make it to Horizon. I wasn't strong enough." Her voice was calm and level, and somehow she continued to meet his eyes. "I hadn't eaten or slept in who knows how long, I was in pain, it was the middle of summer, it was hot... " She closed her eyes. "I collapsed in the fields."

Wheatley looked for all the world as if he'd just seen the sun drop from the sky.

Chell's voice turned harder. "I finally made it out of There only to fall at Its' door. She could have easily taken me back, if She wanted. I couldn't have done a thing about it."

There was a brief moment of silence that Wheatley filled with a nervous chuckle.

"But-I'm sure you got back up, and you-"

"No I didn't." Her gaze turned to ice. "Elizabeth found me. She sent her husband to get Sam-" It might have been his imagination but he swore he saw her cringe. "They were the first people I'd seen in years, and do you know what I did?"

Wheatley did not.

"I fought them." She said quietly. "No one had ever- I wasn't used to receiving help. Especially from people who didn't want anything in return. I wouldn't let them help me. I wouldn't even let them touch me."

There was something vulnerable in her eyes that made Wheatley think Chell was afraid of herself. Perhaps with good reason:

"My own stubbornness nearly killed me."

He would have hugged her had she not worn her testing demeanor like a suit of armor.

"I didn't know that." Wheatley said softly.

Chel smiled at him, her voice turning light. "I'm human, Wheatley. You're human. We're human." She slid his hands into hers. "We're not perfect, and we're not supposed to be."

"I know that, but-" He swallowed hard, giving her a pained look. "I'm really really imperfect. I can't do anything right."

"There are many, many differences between There and here." Chell said, brushing her thumbs across the back of his hands. "Whatever you are There, it's what you have to be. What you're forced to be. You're confined by walls, or hatred, or turrets, or code. You don't get to decide who you are or what you do. You are what She makes you." She shook her head. "It's not like that here. You're free." Wheatley thought that must have been her favorite word: Her face lit up when she said it. "Here, if you don't like who you are you can change. You can try things, and learn things, and grow. And the only person who can stop you is yourself."

Something about Chell's little speech made Wheatley's chest swell as he followed her into the living room. He plopped down next to her on the couch, and much to his surprise she snuggled into his side.

"You're not an expert at the whole 'being human' thing? You're still learning. I'm still learning." Wheatley began to relax as she rested her head on his shoulder. "Just because you make mistakes, that doesn't mean you are one." She smirked up at him, her eyes glittering. "Do you think I would keep you around if you were?"

"Well," He sighed, nudging her gently, "You did just ask me if I wanted to leave."

"That's right," Chell shifted at his side. "back on the topic of freedom: You don't have to stay here just because I do. You're more than welcome to stay if you want, I'm not asking because I don't want you to stay, I just wanted to let you know that you have the option to leave if you want. I could help you get to the next town before the first big snow hits."

Wheatley was touched that Chell would go to all that trouble just for him, but he honestly couldn't imagine living anywhere without her. And he didn't want to.

"I don't want to leave." He smiled. "I'm perfectly happy right here with you."

"Really?" Her expression was teasing but her voice was gentle. Wheatley might even venture to say it was happy: That she was happy that he wanted to stay with her.

"Really." He echoed. "I can't leave you. You're just too nice." 'Too perfect.' He thought, but there was no way she'd let him get away with using that word ever again.

"Listen," Chell bent low and cupped her ear. "do you hear it?"

"What?"

Chell smirked. "The sound of Her laughing."

Wheatley swatted the air. "Who cares what She thinks."

"Exactly." She smiled, squeezing his hands.

His eyes were blue again.

Author's Note:

Hallelujah, it's finished! XD I have worked on this chapter for multiple hours every single day this week. It took forever to finish at 3407 words, I hope you guys liked it, and please comment! I put a lot of time into this chapter.

I have started a new little book/project/thing that I call Drabbles. They're basically little minifics that I'm taking requests for. I may also include some scenes that Pieces won't allow me to write. Because prompts. Follow that for more Portal/chelley/Pieces.

ALSO I need a beta! I don't need anyone to fuss over characterization or timing or anything like that (those mistakes are on me); I just want someone to check my grammar. If you have the know how and you'd like to beta for Pieces, please PM me! Thank you!