The past few days were the best Wheatley and Chell had had in a long time.

After two weeks of nearly nonstop coughing, Chell was finally beginning to feel a bit better: her coughing had subsided substantially to the point where she could return to sleeping peacefully through the night.

Chell hadn't been able to get much sleep here lately, and she was going to catch up on as much as she could while she could. For that reason she and Wheatley had opted to spend the day dozing in bed.

The weather was also perfect for sleeping. Horizon was still and quiet. Dark snow clouds had settled over town that morning, and now they shielded the sun and left the town in dreary shadow. Snow drifted silently, as it did almost constantly this time of year, and the cold combined with grey skies made both Wheatley and Chell feel terribly lazy. They spent the day curled up in bed under a pile of blankets, a tangle of limbs and warmth as they slept without a care in the world.

It was heaven.

And then the phone rang.

Wheatley gave a muffled groan as he heard the phone ring, burying his face further into his pillow and trying to wrap an arm around Chell in an attempt to keep her from leaving. He'd been about to fall over from exhaustion for nearly two weeks, and he wasn't the one who was sick. Chell needed to rest and whoever was on the phone could wait. His attempt at keeping her there didn't work, though: She pulled free with minimal effort, cold air rushing in to replace her warmth as left him alone.

Wheatley was a much heavier sleeper than Chell, so by the time he was lucid enough to realize that Chell was not only answering the phone but actually leaving the warmth of the bed to take her conversation elsewhere, she was already gone.

And he could guess why. As the fogginess of sleep abandoned him Wheatley remembered Chell's words from the awful night that had started this mess: the night she'd first found out she was sick.

'Phones are only used for emergencies.'

Wheatley sat up with a shiver, ice sliding down his spine as the deafening silence of the house spoke volumes.

Something else had happened. Something else had gone wrong.

And as he listened for any signs of life, Wheatley was torn between giving Chell space to process things on her own (she obviously wasn't happy if she'd run off to her room) and rushing to her in an attempt to offer her comfort and find out what was wrong.

In the end Wheatley decided on a mix of both, waiting about twenty minutes (which in his current state of alarm felt much longer) before cautiously padding down the hallway to investigate.

Wheatley found Chell in her room, the door to which, he noted with a doleful smile, was pulled to, not shut. He bit his lip, knocking hesitantly before peeking inside.

"Hey," A nervous half smile flickered across his face as he cracked the door open. "Are you alright? I heard the phone..."

Wheatley felt a pang of remorse as he noticed Chell was slumped over on the bed, her head in her hands. He couldn't see her face but her voice was thick with grief.

She wouldn't look at him.

"Elizabeth passed away this morning."

Wheatley's heart clenched.

"Oh God," He screwed his eyes shut, the rest of the words lodged in his throat. Though he was ashamed to admit it, with everything else that had been going on as of late, he had almost forgotten that Chell's friend was sick. Now all the memories he had of the sweet little lady that lived across the street flooded back to him in a wave of grief, and guilt, and concern for Chell. "I'm so sorry." He sat down next to her, tentatively wrapping an arm around her shoulders as he pulled her closer into a makeshift hug. Chell submitted without protest, and Wheatley felt another pang of worry at how limp she felt against him as he rubbed circles into her back. "Do you- do you… need anything? Is there anything I can do?"

Wheatley felt more than saw her shake her head and went silent after that, offering what small comforts he could as Chell grieved.

It wasn't a repeat of the breakdown Chell had had the night she'd first told Wheatley about Elizabeth being sick. She had seemed angry then- bitter at least- overcome with grief and raw emotion, both of which she'd been bottling up for weeks. This was different. Chell had no energy now, she'd felt and expressed more than her fair share of grief and emotion in the past few weeks, and so now she was nearly devoid of both, left to mourn in a kind of heartbroken silence, eyes dull and posture slumped as tears slipped silently down her cheeks. Something inside of Wheatley ached to his core at knowing she was in so much pain and there wasn't anything he could do about any of it.

Eventually Chell went still, gazing out the window at the snow.

"They're having a gathering tonight at the Hospital." She said, shifting next to him. "You don't have to go if you don't want to, but I feel like I should. I need to."

Wheatley made a small pained noise.

"Chell," He tried to sound gentle despite the worry knotting in his stomach. "I know how important Elizabeth was to you, but are you sure you're feeling up to all of this?" He ran a hand through her hair, offering her a faltering smile as she frowned up at him. "It's just- You've been so tired lately, and you're just now starting to feel better. If you go to the hospital you'll be out in the cold, and you won't get home until late, and you'll get all upset. More upset. I just- I don't want you to push yourself too hard."

Chell had no response to that save for resting her head on Wheatley's shoulder, understanding. He relaxed a bit at knowing he hadn't evoked her rage: the last thing he wanted was to make Chell angry on top of everything else. He gave a thoughtful hum as he rested his head atop hers.

"But it's your decision, of course. I can't make you do anything and I wouldn't want to. And whatever you decide to do, I'll go with you. You know that, don't you? You never have to worry about that." His fingers entwined with hers, giving them a soft squeeze. "So what do you want to do?"

Chell pulled away, looking up at him with a tight smile.

Both of them already knew the answer.

Chell was taking a very long time to get ready.

She had briefly explained to him that, in Horizon, people often wore nice clothes in dark colors when someone passed away. For that reason Wheatley was dressed in a black button down shirt and dark jeans, not owning anything much fancier that fit Chell's requirements. She had given him a wry smile as she looked him over, smoothing out his shirt and softly lamenting that they would need to get him a suit sometime soon before disappearing to finish getting ready.

An hour later Wheatley broke down and knocked on her door, more worried than he cared to admit.

"You alright in there? Do you need any help?" Wheatley felt himself turn bright red at his poor choice of words, and quickly scrambled to make amends. "I mean, I don't mean- that sounded really um, very... You obviously don't need any help getting dressed. Not what I meant." Wheatley pressed his palms into his eyes, silently berating himself. Hopefully Chell was at least getting a laugh at his antics. "What I meant was, are you alright in there? Are you okay? Holding up and all?" He asked weakly, biting his lip at the lack of response. "I know you're having a rough... I know this is all very hard on you." His gaze sank to the floor with a heavy heart. "You don't deserve all of this- don't deserve any of it- ...and if there's anything I can do to help, to make things easier, just say the word and I'll-"

Wheatley was interrupted as the door swung open, and after that he wasn't able to form a coherent sentence.

Chell stood in front of him in a floor length black dress, her hair pulled into a braid. Her cadence was soft: appraising and, at his expression, very nearly amused.

"You look," Wheatley swallowed, the words stuck in his throat, an effect that only she ever seemed to elicit.

'Gorgeous,' He thought, 'beautiful, lovely, elegant,' his mind spewing words that were more careful and precise than his actions had been back when he'd been controlling a nuclear reactor. He was about to blurt any one of them when an angry hiss of a voice snapped them out of existence.

'You can't tell her that. You can't say that to her. Why would you say that? You're breaking her. You're killing her. Don't you know what you're doing to her? Don't you know why you can't say that?'

Wheatley did.

"She's been like a mother to be me." Chell snuggled into his side, hiding behind his arm as a frightened child might cling to a parent. Something in his chest hurt when he saw the just how pained her expression was (when he heard it in her voice), but he knew there was nothing he could to help. He could only listen. "The day I came here- when I collapsed- she's the one who found me. She was the first human I had seen in years. She and Sam saved me. They've looked after me ever since. And now-" Her voice caught and she hid her face from him. "I can't- I can't." She choked, "I'm sorry."

"The gels." He choked, pathetically. "The chambers with the gels were condemned because they- all the humans that tested with them-" Wheatley saw the shadows under Chell's eyes, the sickly pale hue of her skin, heard the strain in her breathing, and he could have drowned in the shame. "You were down there. With them. Because I-" He sobbed. "I did this to you! I k-"

"I don't want this. And you have to understand this. We are not in love. We are not in a relationship of any kind. You're so sweet, and I know you're only trying to help, but I can't… take any more of this. I can't."

I'm sorry.

"Tired."

Wheatley winced from more than awkwardness as he looked away, one hand flying to the back of his head.

Something in the back of his mind tugged like a thread trying to work out a knot, and it hurt but suddenly Chell looked so much more familiar as she stood in front of him, and he could almost reach, he could almost see why-

She looked so tiny folded in on herself like that, her knees tucked neatly under her chin, her arms holding her legs in place. She wasn't slumped; something about her posture reminded him of a cat: tired, maybe, but proud. She had an air of grace about her despite her size.

Her hair was a dark chocolate, not quite black but the darkest shade of brown he'd ever seen. It stopped a few inches beneath her shoulder blades, and it was twisted in a delicate braid that must've been very hard to arrange without a mirror.

Wheatley had been warned about her. She was dangerous; she was crazy; she was there for a reason. His job was to look after all the test subjects, but he had been told to ignore this one unless she was needed for testing.

He didn't want to.

If he was completely honest she did look a bit dangerous, but she also looked like him. Not literally, of course. Young, he meant. Too young to be stuck in this awful place. Young, and frightened, and alone, and trapped. Maybe she could use a friend. He knew he could.

He tensed as she moved, her posture straightening the tiniest bit as her gaze glided up to meet his. The color of her eyes was hard to pin (it was somewhere between stormy skies and sterling silver), but they pinned him immediately. She was beautiful, and though he had spent about 99% of his life talking, in her presence all the words jammed somewhere in his throat. Her gaze interrogated him without words: why was he watching her; what was he doing; what did he want; was he going to hurt her. When she realized he meant her no harm her gaze turned less threatening and more curious.

He couldn't help but smile, his gaze shifting to the floor as he swallowed.

"Do you always wear your hair like that? It's lovely."

Chell gave Wheatley a weary smile.

"I know."

Wheatley stood there terrified, because, no, she really didn't.

It was a good thing Michael was driving them to the hospital, because if the very one sided conversation taking place at the front of the vehicle continued in the direction it was, then poor Wheatley was going to need one.

Michael was trying to make nice with Chell. What Wheatley found unfair about this was that Michael was at the front of the car, driving, and so despite the fact that his attempts to placate the woman in the backseat were only fueling her rage, she couldn't actually take her wrath out on him. Whereas Wheatley, who had done absolutely nothing, save sit next to Chell and offer her his hand when he'd seen the unhappy look on her face, was going to have a broken hand if Michael made Chell much angrier.

Wheatley really wanted to say something, but to her credit, he was fairly certain Chell didn't realize she was hurting him. Her mind was obviously elsewhere as she watched her house fade from view: her grip on his hand only tightening when Michael said something she really didn't like.

He winced, biting back a huff of laughter at the fresh wave of pain. At this point it was becoming amusing.

Chell was going to be the death of him one of these days.

A dull pain pulsed in the back of his head.

It didn't really matter.

Wheatley willed the events of the evening to blur together.

There were things that were pleasant enough: bittersweet smiles and tears and laughs (the last of which Wheatley certainly hadn't expected) as people exchanged stories about their friend (the more Wheatley listened the more stubborn he realized the lady was, and the more he understood the connection between her and Chell); the fact that the hospital wasn't the stark white nightmare Wheatley had feared it to be (but he would go more into that later) and was actually fairly cozy; the reassurance in Chell's presence when she stood beside him, her warmth and weight as they held hands or locked arms; the way anyone nearby would rush to fill the empty space beside him when she was gone, not giving him time to think.

But of course there were things that weren't so nice, too.

He tried not to look at the other side of the room, though with a gentle tug from Chell he found himself gravitating towards it. The place where a casket sat. Where a widower and a dear friend stood in all their grief and extended it to the two of them: Wayne hugging Chell with all his might, as if he could hold her there forever; Sam looking between him and Wheatley, assuring him that they would get through this, hard as it would be.

That was the worst part of the night: when the parallels clicked for everyone in the room.

He could practically hear their thoughts as his gaze wandered between Chell and the casket behind her.

'That's going to be her.'

Then to the widower that held her, sobbing.

'That's going to be you.'

"I... need to go talk to someone."

Wheatley gave a weak smile, jokingly rolling his eyes as Chell glanced across the room at Michael.

'Uh huh. Someone.'

The events of the night were over, and for all the poor man's attempts the two of them had yet to make nice. It seemed Chell was ready to remedy that.

Wheatley squeezed her hand.

"That silent treatment didn't last very long, did it?"

Chell gave him a nudge, the glint in her eyes only half teasing as she tried not to smirk.

"Why don't you try to find the kids? I'm sure they'd love to see you."

Wheatley gave a soft hum as she pulled away, and watched as she made her way to a pleasantly surprised Michael. Auburn and Jake laughed from the landing above as Michael fell on his knees at her feet, taking her hands in his and begging for forgiveness, a smile ever present on his face. Chell shook her head at the sight, but she laughed too, in spite of herself.

Wheatley hardly noticed when Michael's wife joined him in viewing.

"They're quite a pair, aren't they?"

Green eyes winced as he yelped, hands splaying upwards in apologetic surrender.

"Sorry! Sorry!" She grimaced as Wheatley clutched at his heart. "I didn't mean to sneak up on you."

"Ruth!" Her expression was so concerned he almost laughed. "No, no, no! You're fine. I'm just… jumpy." Wheatley pressed his hands over his heart as if that would steady it. "It's been a long night."

"It has."

She bit her lip, giving him a moment to calm down before continuing.

"I'm so sorry about Chell."

Wheatley winced.

"I- Thank you." He ran a shaky hand through his hair as he tried for a smile. "But it's not your fault."

"Not yours either, I'll bet." Ruth examined the floor. Wheatley suddenly felt nauseous. "Still though. The night we all found out about both of them… Eliza and Chell...That they were both-" She closed her eyes. "It was terrible."

She offered a weak smile as she looked back up at Wheatley.

"It's probably better that you didn't find out that way."

Wheatley swallowed.

"She waited a month to tell me."

Ruth blinked.

"I'm sorry." She placed a hand on his shoulder as she tried for a smile. "I'm sure she only waited so long because she didn't want to upset you before she had to." Wheatley shrugged. Ruth took her hand back and crossed her arms. "If it's any consolation, Chell didn't tell anyone that night. She couldn't. Sam told us." She peeked back up at him. "So even though you were the last person to find out, you were also the only person she told herself." To Wheatley's surprise she smiled as she watched Chell and Michael talk. "I know Chell doesn't like to ask for help, but if you ever need anything you let me know, alright? Michael and I are happy to help."

Wheatley's next words slipped out of their own accord, tinged with amusement and annoyance.

"I know."

Ruth laughed then groaned, pressing her palms into her eyes.

"Ugh," Apologetic as it was, her smile was contagious. "I know. He's over there all the time. I'm sorry about that. I told him you might not like it. He's just- well, he's very protective of Chell." Green eyes rolled good naturedly. "And that old house of his."

Wheatley froze.

"Did you-" He choked. "I'm sorry, did you say his house?"

Ruth scoffed.

"You didn't know that?" She laughed at Wheatley's dazed expression despite herself. "Poor Chell really doesn't tell you anything, does she?" She sighed. "Long story short, Michael enjoys fixing things. A few years ago he fell in love with the remains of an old house by the fields. I think when he met Chell he thought he could fix them both up at the same time." Ruth shook her head. "She lived here and hated it but didn't have anywhere to go, and, as Sam's kid he lived here, and hated it…" A smirk tugged at her lips as she looked up at Wheatley. "As Sam's kid he also knows a thing or two about medicine. Do you see what I'm getting at?"

He felt the room spin as the pieces clicked into place.

"Oh my God."

Ruth nodded.

"They were each other's ticket out of here." She elaborated. "Sam let Michael leave because Chell wanted to leave, and he was the only person she could leave with."

Wheatley stared across the room at Michael and Chell, bewildered.

"I wasn't here when Chell first came to town, but from what I've heard she was pretty bad off. It took a long time before she was fully healed. Even then Sam was afraid if she let her out of her sights… something else would go wrong." Ruth said. "It was probably for the best that Chell lived here for a few months."

"But she didn't stay here."

"Of course not." Ruth crossed her arms. "She and Michael made a deal. They would move into that old house together to get away from the hospital, and until she was well enough to leave on her own, she would stay there and help him fix it up so he would have a place to live once she was gone." She gave Wheatley a pointed look. "But she never left."

"Why not?"

Wheatley turned back around at the sound of Chell's laughter. She had helped haul Michael to his feet, and in celebration of his newfound forgiveness he gave her a bow before taking her hand and spinning her around.

"Guess."

Something in Wheatley's chest turned to ice.

Ruth didn't seem to share in his emotional dilemma.

"I've tried not to ask him about it too much. I'm not the paranoid wife: I understand his attachment to Chell. From what I gather, it's a lot like her attachment to you." That got Wheatley's attention. "Don't get me wrong, Chell's a very smart girl, but when she first got here there were a lot of things she didn't understand. Just like there were a lot of things that you didn't understand."

He went back to staring at the floor.

"There are still a lot of things that I don't understand."

Ruth hummed.

"That's alright, that's what we're here for." She nodded back to where Michael and Chell were standing. "That what Michael was there for." Wheatley didn't understand how she was smiling. "They lived in that house together for a little over a year. Once it was finished they even worked together. The two of them were practically inseparable."

"What happened?"

Ruth smirked, holding up her hand so her ring caught the light.

"Oh."

When he looked up both Chell and Michael were gone.

Chell announced her return by tugging a half asleep Wheatley to his feet and leading him away from the very comfortable seat he'd found by the fire.

"Come on." Chell smirked.

Wheatley whined, cold and half asleep.

"Where are we going?"

"It's a surprise."

"I thought you didn't like surprises."

"I don't like being surprised. I still enjoy surprising others."

"Oh, I see." Wheatley grumbled teasingly. "You're too paranoid for a surprise in broad daylight, in your own home, but you have no problem whatsoever with surprising me in the dark, in a hospital."

"Exactly."

He could hear the smirk in her voice.

"You're not funny. You know that, right?"

His breath hitched as Chell opened a door, and he was met with a wave of cold air and a view of a forest covered in snow.

"Oh wow," Chell watched with obvious amusement as Wheatley stepped outside in wide eyed wonder. "It's really pretty out here. All sparkly and quiet. Peaceful."

Chell nodded as she followed him out onto the deck, closing the door behind them.

"I used to sneak out here all the time."

Her expression turned melancholy as she watched the snow fall. Wheatley frowned.

"Are you okay?"

She blinked.

"Are you okay?"

He tried not to smile.

"I asked first."

"It's been a long night."

"It has."

Silence.

"I hated it here."

"The hospital?"

"The town." Chell almost laughed. "When I first came here I wanted to get as far away as possible. As quickly as possible. That's why I used to sneak out here. It wasn't for the view."

"I can understand why you wanted to leave so badly." Wheatley looked back into the darkness of the woods, though he knew they were on the wrong side of town. "If the others knew what we did-"

"No." Chell said. "It wasn't that."

Wheatley frowned.

"Well then… what was it?"

"I wanted to see the world." Chell said, and her voice broke with longing. "The oceans, and the cities, and the mountains. The people, and the food, and the music. I wanted to experience all of it. I wanted to see it." She crossed her arms as if hugging herself; tried to convince herself that her eyes only stung because of the cold. "The world is so big. I hardly ever left Horizon."

"I've always hated the idea of traveling."

Chell blanched.

"What?"

"I mean, yes, of course the world is beautiful, and I can certainly understand wanting to see as much of it as you could, but traveling is just… constantly leaving people behind." Wheatley gave Chell a pained look. "Sure, you get to see lots of different places, but only briefly before you leave and probably never come back. And if you had started traveling as soon as you were able, you would have traveled alone, right? So you wouldn't really have a home. Or a family." Wheatley managed a sad smile. "At least you have those things now." He said. "Maybe you didn't get to see as much of the world as you would have liked, but at least you didn't have to live in it alone."

Wheatley felt his face turn red as Chell stared up at him.

"What?"

Her voice was quiet.

"Nothing."

Silence.

Snow drifted around them.

"Sam's going to kill me if she sees me out here without a coat."

"You're not wearing a co-"

There was a muffled 'crunch' as a snowball exploded on Wheatley's shoulder.

"Hey! What was that-"

Chell laughed at his baffled expression, and the words died in Wheatley's throat at the sound. Snowflakes glittered in her falling hair, several strands of which fell across her eyes: sterling silver and shining with mirth. Wheatley never stood a chance.

He gave a lopsided smile as he looked at her, helplessly.

"This isn't fair, you know. It's not as if I can hit you back. I-I'm a gentleman. I don't want you to be all cold and wet."

Chell smirked as she took a step closer.

"Aren't you sweet?"

"I try." He shivered as he took her hands in his. "Brrr! You're cold, lady!"

Chell tried not to laugh.

"You're not much better."

He gave her hands a squeeze as blue eyes met grey.

"And whose fault is that?"

She and Wheatley were sitting very close, huddling together for warmth and all, but at some point during that conversation they had moved much, much closer. One of her hands had moved to his face, seemingly of its own accord, and suddenly Wheatley's breath was just a little too close to hers, just a little too warm. Everything was too warm. Her face was turning hot; she felt flush under all those layers of clothes and blankets. The way her breath caught somewhere in her chest was both pleasant and painful as her pulse beat harder, hopeful and frightened, and she knew she shouldn't but she found leaning forward, closer, and-

"Wheatley," Chell looked down at their hands. "Can I talk to you about something?"

"Of course."

"...Remember that night when Sam and Michael and Claire all came to the house and tried to... convince me to come stay here?"

"Yeah?"

"And Michael and I got into an argument because I wouldn't listen?"

Dread crept up his spine.

Chell took a deep breath.

"I've changed my mind." She said, looking up at him. "I want to stay here."

Wheatley started to pull away but thought better of it.

"What?"

"It's… complicated." Chell smiled sadly. "I love that old house, and I've loved living there with you, but I- I can't anymore." She looked down at her feet. "We're getting to the point where we're just worrying over each other constantly. I don't want to have to worry about you, and I don't want you to worry about me. I need to stay here now. It'll be better for both of us." She brushed her thumbs against the back of his hands. "Claire and Michael are going back to the house later to pick up my things. You can go with them and get yours."

Wheatley hoped he didn't sound as hurt as he felt.

"You're not coming?"

"I can't." Chell's voice broke. "I don't think I can stand to say another goodbye today."

"I'm sorry." She added, squeezing his hands. "I know you don't want to do this, and I didn't talk to you about it-"

Wheatley shook his head.

"No, no, no. Don't worry about that. It's not that. It's just-" He swallowed, his vision blurring. "Everything's going to be different."

He squeezed her hands a bit too tightly. She returned the gesture.

"I know." Chell rested her head against his chest, her arms wrapping around his back. "It'll be okay."

He shuddered. She coughed.

Michael paused at the sound of panicked footsteps behind him. Wheatley rounded the corner, looking cold and thoroughly frazzled.

"Wait." He croaked. "I need to talk to you."

AN: Please review! ^^