Author's Note: Thanks for that, Josh Spicer. Yeah, I've finished it and it gave me so many feels. 3 I totally loved it though I never thought I would. Those guys down at Valve are sneaky like that.

Koona (Guest): Yeah, she still won't talk to her...for now anyway. LOL. You'll see what happens when the chatting Chell finally cometh!

~~0~~

03

"I'm not doing this."

GLaDOS shook her head rapidly, staring at the next simplistic test with disgust and humiliation. She was NOT going to give that moron the satisfaction in completing something so simple, even a newborn human infant would be able to solve it. She was the most advanced technological being in Aperture and she should not have been reduced to doing this. Chell didn't look thrilled about the idea either, but complying for the moment was the only way they'd get closer to him.

Chell pressed the button in the middle of the room and across the moat - what Wheatley had called it anyway - a turret with legs dropped down from a tube and onto the large red one. Though after the "test" was solved, she wished that it hadn't because Wheatley let out a satisfied moan that was enough to make her feel like she needed a shower after hearing it. She gave GLaDOS a disgusted look and the AI also looked quite sickened.

"Yes, yes, yes. I know what it sounds like..." she grumbled. "That would be the testing euphoric response built into my systems."

Chell looked a little satisfied for knowing at least, but she still wasn't entirely thrilled with the idea that she was...well...getting Wheatley off on her solving the test.

"Not done yet. You've still got to get through the door!" Wheatley announced. "Need to get through the door there - Oh, that felt really good - and head to the next one!"

Chell let out a shudder and the two women made their way toward the exit, but Wheatley immediately blocked it off with a wall. GLaDOS collided into it with a muffled stream of curses that were enough to make Chell blush. She hadn't heard such language from the supercomputer before. Wheatley's monitor was just above them, regarding the two with a delighted sigh that escaped his speakers.

"I had a brainwave! Since making tests is difficult - " He paused briefly when GLaDOS snorted, but continued without a retort of his own, " - why don't you just keep solving THIS test. Same one. And I can just...watch you solve it. Yes. That sounds much easier."

Chell looked at GLaDOS who seemed oddly calm about Wheatley's request. She just smiled and nodded to the human. "Go on, test subject; solve his test again."

Obviously GLaDOS knew more than she did, but since she seemed content with it, Chell thought the AI had a plan. So she returned to the chamber and pressed the same button again. The solution ended the same way, but Wheatley sounded disappointed now.

"Nothing," he said. "Huh. Alright, can't blame me for trying. Okay...New tests, new tests... there's gotta be some tests around here somewhere. Oh! Here we go..."

Chell rejoined GLaDOS who waited for her in the lift. "Trying to solve the same test again..." she drawled, her voice dripping with sarcasm, "Now why didn't I think of that?"

As they rode their way up to the next test, GLaDOS leaned back against the lift with a satisfied smile. "Well, if this is what he's going to offer us, then it shouldn't be too difficult to stay alive until we reach him."

When they stepped into the next chamber, the sign that displayed the number and symbols flickered on, revealing 01 out of 19. Wheatley appeared on one of the large monitors again, as irritatingly cheerful as ever. "It's alright! Everything's good. I just invented some more tests!"

GLaDOS looked around at the chamber that had a single Excursion Funnel in the middle before frowning up at him. "It's funny, but this looks like one of MY tests."

"Y-Yes it does," Wheatley said, with a sheepish chuckle, "But it's not. Notice the word TEST on the wall beside you. That wasn't there before."

GLaDOS sighed and looked back at Chell. She leaned forward and whispered so that Wheatley couldn't hear her. "Well, the bad news is the tests are MY tests now. So they can kill us. The good news is... well, none so far, to be honest. I'll get back to you on that." She glanced around briefly before looking back at Chell. "Just...solve this test while I figure out a way to escape. You've gotten this far, you can figure it out quickly, right?"

"Sorry, what's going on in there?" Wheatley demanded, leaning around in the screen a bit to see better, "I don't see testing getting done!"

"Yes, thanks, we heard the first time." GLaDOS snapped.

Chell solved the puzzle without difficulty and was unfortunately given the sound of Wheatley's orgasmic moaning over the monitors. Chell rolled her eyes with a long-suffering stare at GLaDOS as they walked toward the lift.

"I could have been getting valuable Science done instead of catering to this idiot's premature euphoric responses," GLaDOS muttered.

They exchanged glances and Chell actually smiled, hiding her smile behind her hand in an attempt to not laugh. GLaDOS caught that and smirked, chuckling at the response she received from the usually stoic test subject. Well, it looked like she wasn't entirely dead from the neck up after all.

Wheatley interrupted them impatiently. "Oh! Are we having a laugh now all of a sudden?" he snapped, "Being a bit caddy? Both of you, get into the lift!"

The two entered the lift and Chell frustratingly banged her forehead against the glass. GLaDOS arched her brows.

"As much as it humors me, I can't see how destroying this lift with your face will get us anywhere." she remarked. She smiled when Chell looked at her skeptically before looking upwards. Her face was free of all humor now and she looked genuinely concerned. "I'm not going to lie to you, the odds are a million to one. And that's with some generous rounding." That smile was back again. "Still, though, let's get mad! If we're going to explode, let's at least explode with some dignity."

Chell had to admit, being able to read all of GLaDOS' emotions in this new body was a lot easier now. She knew that despite the AI's attempt to hide it, she was definitely feeling worried.

Chell was too.

O

Each test that Wheatley presented them with was solved, with some difficulty. Once they arrived at Test Chamber 15, Chell applied the Propulsion Gel onto a ramp, she went flying into an Excursion Funnel that led her to the other side at the exit. She looked back toward GLaDOS, who seemed reluctant to follow as she stared down into the bottomless oblivion below. One wrong step and she was as good as dead.

Chell frantically beckoned for her to follow.

GLaDOS groaned and backed up a bit behind the pool of gel that Chell had created. "I can do this," she told herself, clenching her fists tightly. "Yes, I can. I can do it. If that little maniac makes it looks so easy, so can I!"

Though unnecessary, the AI cycled air through her system in a mimicry of human inhalation. It felt better than actually just using a sound bite. After taking some time to relax and ignoring Wheatley's stare on the monitor above, she took a running sprint through the gel.

Well, the attempt wasn't exactly impressive on her part because GLaDOS was sent flying through the air and dropping into the Excursion Funnel in a rather ungraceful manner. It was even worse when Wheatley laughed at the sight, mentioning something about how his "surprise" would make up for what they were going through. Unfortunately, his stupidity caused the Excursion Funnel to shut off and nearly plunged GLaDOS to her death if it wasn't for Chell seizing her arm at the precise moment.

GLaDOS looked up at her in shock, danging over the edge with the monster's arm gripping her own. Chell grunted with effort and stared down at the AI desperately.

Oh yeah, she was lucky her arm didn't pop out of its socket.

GLaDOS had found a way to climb back onto proper ground by scaling up Chell's body like a cat. Chell winced and grunted in pain, noting how light the artificial woman felt, despite being made up of all machine. It still didn't make it eaiser on her when Chell was unfortunately stomped on when GLaDOS was on the same floor level as she was.

"You make quite a ladder," GLaDOS teased. "Who knew there were more uses for human beings than simply being test subjects and gruesome death?"

Chell rolled her eyes and the two entered the lift. Hopefully she would find a way out of this mess soon or they would either die from these puzzles or in the reactor explosion. They continued on through the various puzzles that Wheatley threw at them. He had gotten impatient with Chell solving one and attempted to tell them how to solve it, but received an unfortunate shock because of it. GLaDOS explained that the shock was the reason she couldn't be of any help to Chell.

The human test subject was surprised by this; what else did Aperture apply to punish the AI with? It was no wonder she hated them so much.

Although, upon finishing the puzzle, GLaDOS gave Chell a grin that suggested mischief and the human wasn't sure if that was a good thing or not. When Wheatley appeared on the monitor with a delighted groan, he complimented them on their success of the test.

"Thanks!" GLaDOS said, a little too cheerfully to be genuine. "All we had to do was pull that lever."

Wheatley sounded confused. "Lever? No, you pushed the bu - AHHHHHH!"

GLaDOS snickered under her breath. She looked at a partially amused Chell and smirked. "You have to admit it; that was worth it."

Again, Chell agreed with her. It was a bit refreshing to dish a little agony out on the one who made every single - albeit stupid - attempt to put pain onto them.

"You think that can hurt me?" Wheatley sounded out of breath, which was odd for a machine construct, "Do you really think that - " He cut himself off when Chell picked up a piece of rubble at her feet and tossed it at his monitor. It cracked the glass and Wheatley laughed mockingly. "Aw. Bless your little primate brain. I'm not actually in the room with you. Am I? Technology. It's complicated. Can't hurt the big God face."

"Now, now, now," GLaDOS took Chell and pushed her into the lift, "as much as I'd like to smash his core body until his vitals cease sparking, there's no need to take it out on poor, defenseless Aperture Equipment." She leaned forward, whispering conspiratorially, "We'll get our chance. Just be patient for a little while longer. Then..." A deadly grin touched her face. "...then comes the killing part and we can both enjoy it."

O

Wheatley's surprise wasn't really subtle.

He had attempted to crush them both after sending them from an Aerial Faithplate to a platform surrounded by spike plates. Of course, they'd easily escaped with the use of Conversion Gel dripping from a pipe beneath his monitor.

"No! WAIT!" Wheatley cried, when they disappeared onto a catwalk behind the plates. His voice sounded so desperate, Chell would have felt even a single iota of sympathy if it hadn't been for what he said next. "Please just...Just jump into the pit there. Would you just jump into that pit for me? Could you just jump into that pit? There. That deadly pit."

GLaDOS and Chell looked at each other skeptically.

"You're saying to yourself, why should I jump into the pit? I'll tell you why," Wheatley continued anxiously, hoping to encourage her to commit suicide, "Guess who's down there? Your parents! You're not adopted after all! It's your natural parents down there in the pit. Should have mentioned it before. But I didn't. So jump on down and reunite with mommy and daddy. Oh I'll tell you what's also down there. Your parents and... There's also an escape elevator! Down there. Funny. I should have mentioned it before. But so it's down there. So pop down. Jump down. You've got your folks down there and an escape elevator - "

Chell gritted her teeth behind a tightly pursed mouth and made her way down the catwalk with GLaDOS following. Wheatley sounded rather disappointed now.

"No, seriously. Do come back. Come back, please?" he insisted. "Okay, I've decided not to kill you. IF you come back."

Ignoring his pleas for her return, the two continued down the catwalk. GLaDOS looked down at her and noticed that she must have been furious; so furious, she had no strength in her to even put for the effort to look it. But those eyes told the story alone of her anger. It was interesting to see on her test subject, who usually seemed to stubborn and defiant not to yield any sort of reaction in the face of mockery.

Maybe because it came from someone she thought she could trust.

"How about we do something interesting when we catch him?" GLaDOS suggested, when they entered an Excursion Funnel that traveled over the seemingly endless gorge of test chambers. "I'll hold him down and heighten his sensitivity to pain so you can do as much damage to him as you want."

Chell simply stared back at her with a stony look and said nothing.

Again.

GLaDOS looked down and noticed the damages done to her chambers. She sighed miserably. "Oh my God. What has he done to this place?"

For a moment, Chell actually felt a little bad for her. She sounded so...distraught at seeing her facility in destruction.

Once they reached the other side onto a new catwalk, GLaDOS stepped in front of Chell to keep her from advancing any further. Chell looked up at her with irritation and GLaDOS simply regarded her firmly. "You know, I'm not stupid. I realize you don't want to put me back in charge. You think I'll betray you like that idiot did," she said. Then, she shrugged and nodded her head. "Yes, on any other day, you'd be right."

Chell tried to step around her, but GLaDOS once again stepped in her way. Chell slouched her shoulders impatiently and mimed a gesture of tapping her wrist. GLaDOS ignored that for the moment. Yes, her facility was moments from exploding, but she felt the need for the test subject to hear this for reasons not even SHE understood. "You don't get it, do you?" she snapped, "The scientists were always hanging cores on me to regulate my behavior. I've heard voices all my life. But now I hear the voice of a conscience, and it's terrifying, because for the first time it's my voice."

Chell pushed GLaDOS aside and walked ahead while the AI tagged after her, insistent. "I'm being serious, I think there's something really wrong with me."

The test subject regarded her strangely for a moment before they continued through the maintenance area. The idea that GLaDOS was acting unusually "nice" - well, as nice as she was capable of, anyway - was a bit strange, but she didn't want to waste time thinking about it when they were so close to reaching the main chamber. Problem was, she had no idea what she was going to do when they faced Wheatley. He was enormous and physically overpowering.

Then, a voice stopped them both.

"Oh, hello angel. I guess I must have died and gone to heaven!"

Chell froze at the masculine voice and turned toward a caged area filled with metallic spheres. A few were active with different colored optic lights. One with an orange-colored optic was practically "seizing" in the back of the pile, chanting something about space. Another with a slight pink optic was sitting almost languidly next to a green-optic sphere with a slit in the middle like a cat's eye. They stared at Chell, who blinked in surprise.

"Yeah, I'm talking to you, pretty lady," the green-eyed sphere said, "Sorry, the name's Rick. You out having a little adventure?"

The pink-eyed sphere spoke in a monotone voice. "The likelihood of you dying within the next five minutes is eighty-seven point six one percent."

"Hey lady. Lady. I'm the best. I'm the best at space." the orange-eyed sphere cried, in an excited rush of words.

GLaDOS smiled at Chell. "I have an idea."

There was a computer monitor behind them and she quickly started accessing it. "Is the reassembly machine over there functioning?"

Chell stared at her blankly and gestured to the machine situated in the corner.

"That machine. YES! Is it functioning?" GLaDOS asked impatiently.

Chell studied the reassembly machine for a moment and pressed her hand against the side. The internals were humming softly, so she had to guess it was. She gave GLaDOS a small smile and a nod. The AI nodded in response and seemed quite eager for whatever she had planned. She gave Chell a devious grin and gestured with a flick of her head.

"Go ahead and get to the main chamber," she said, "I'll have a little surprise ready for you very soon."

Chell didn't move and stared at her as if to say, "are you joking?"

GLaDOS chuckled and gestured anxiously. "Go! It's a real surprise, I promise. Not a fake, tragic one like last time." When Chell still wasn't moving, GLaDOS gave her a push with two hands. "If it satisfies you, I'll even throw in a bag of confetti, now GO!"

Seeing no point in wasting time or arguing, Chell started forward on foot without GLaDOS to a lift that would take her to the main chamber. When she arrived, she was shocked to see that the chamber was falling apart and there were fires starting in several different corners. Wheatley was at the center in his new body that practically towered over her. When he turned and noticed the human, his optic shutters closed in a manner that made it seem like he would be smirking.

"Well, well, well. Welcome to my lair!" he announced. He held up a metal finger. "Lemme just flag something up while I have your attention: According to the control panel light up there - " He gestured to a countdown screen near the door, " - the entire building's going to self destruct in about six minutes. Pretty sure it's a problem with the light. I think the light's on the blink. But just in case it isn't, I actually am going to have to kill you. As discussed earlier."

Chell tensed when he started forward. "So anyway, I took the liberty of watching the tapes of you killing her, and I'm not going to make the same mistakes. So, my plan is this: One: No portal surfaces..." He gestured around the chamber to prove his point - there really weren't any surfaces for Chell to use. "Two: Start the neurotoxin immediately." As he said that, the countdown began to drop rapidly. "You know, it's such a good plan, I might not kill you after all."

Chell's eyes narrowed defiantly and he just chuckled.

"I'm joking. Seriously though. Goodbye."

Finally, he charged at her.

Chell was frozen in shock for two seconds and raced around the chamber to avoid the massive being. The wires attached to his back had obviously been lengthened to allow him room to pursue her. She looked around frantically as she ran, trying to find a way to avoid being crushed.

Where the fuck is she? Chell thought furiously.

Did she leave her to die at the hands of this powerful, insane version of a former friend? Well, that would obviously make sense. And Chell felt stupid enough to have fallen for GLaDOS' trick, all over again. Then, her eyes fell on a tube filled with Conversion Gel.

"Sit still please!" Wheatley snapped, grunting with effort.

He stopped when Chell ducked behind the pipe, glaring venomously at her. "Where are you going? Don't run! Don't run!" he growled, "Listen, I'll tell you why you shouldn't run: The harder you breathe, the more neurotoxin you'll inhale. It's bloody clever, this stuff. Seriously, it's devilish. OH! Before I forget..." A strange metallic construct along his back folded forward, stretching along his left arm like a weapon. "I've brought a few bombs to the party!"

Chell's eyes widened and she immediately rolled to the side to avoid a red and black bomb that soared in her direction. It shattered the pipe of Conversion Gel, sending it splattering everywhere across the main chamber. Wheatley let out a loud, piercing yell before he looked around, noticing every single surface covered with the gel. He looked over at Chell and noticed her satisfied smirk. That enraged the sphere more, but he had control.

[I HAVE CONTROL]

(No, you don't)

"That was actually an impression of you," he said, chuckling wickedly, "Actually. Because you just fell into my trap. My brilliant trap. Just then. I wanted you to trick me into bursting that pipe. You didn't trick me. Seemingly trick me. Gives you false hope. Leads to overconfidence. And that leads to mistakes. Fatal mistakes. It's all part of my plan."

He charged again and Chell quickly placed an orange portal at her feet and a blue one on the wall near the catwalk above. She disappeared through it moments before Wheatley could grab her. He let out a yell of frustration and whirled, seeing her smiling triumphantly and waving.

How dare she mock him!

He was practically - no, he WAS - the God of this facility and the little human pile of shite had the nerve to openly mock him? How did she even think that she had the right to do that when HE controlled her very life! Well, that was going to end here and now.

"Still running. Alright. Looks tiring," he snapped, putting his hands on his hips. "Tell you what - you stop running and I'll stop bombing you... That seems fair."

Chell raced along the catwalk and Wheatley sighed, hanging his metal shoulders. "Alright. Didn't go for that, I see. Knew I was lying. Point to you..." He tried to correct himself and held up a finger. "But you still are inhaling neurotoxin. So, point deducted!"

Just as Chell attempted to portal out off of the catwalk, Wheatley sent a bomb below, obliterating it and sending her tumbling through the air, out of control. She attempted to use another portal, but Wheatley smacked her aside in a backhand that sent her reeling.

Her ears rang in pain and her head started spinning. Through her dizzying vision, she could see him advancing. "This would have gone a lot faster if you'd just stayed still. Then I'd have time to fix the facility before it destroyed us all. So one of us at least would live. No need to be selfish, luv, you're gonna die."

Chell winced and struggled to stand, but her limbs wouldn't cooperate. Even more, the ceiling overhead crumbled, revealing the pale white face of the moon.

Well, if she was going to die, at least she'd get a nice view of -

Suddenly, Wheatley looked up at the sound of someone arriving through the door. "What the bloody hell is this supposed to be?" he spat.

Chell looked up, just in time to see GLaDOS step into the room with the three little cores, wielding robotic arms and legs like Atlas and P-Body. She chuckled and looked at Chell as if to say, "I told you so". "Rick" let out a whoop of amazement at the sight of Wheatley.

"Whoa! Hey, a countdown clock! Man, that is trouble," he said. "Situation's looking pretty ugly."

Chell just smiled and closed her eyes, never more relieved to see GLaDOS until now.

The AI looked at Wheatley and she had the most perfect, dangerous smile on her face. "Well done. You must be very, very proud of pounding my test subject into the floor. I'm building the world's smallest trophy for you." She pretended to look abashed and slapped herself on the forehead. "Oh! My mistake. I was making that for someone else. Actually, for you, I had planned the World's Deadliest Torture Device. Have a nice day."

She looked down at the cores. "Get him and there will be cake."

"Will there be space?" the Space Core asked her.

GLaDOS waved her hand in the air absentmindedly. "Sure...why not?"

The cores charged with Rick leading, letting out a loud "get him, boys!"