Chell pulled Wheatley's arm close to her and held on lightly as they walked, both for comfort and to hold herself up. She was weak from not eating. Wheatley could feel himself blushing again. They walked across several streets and through multiple alleyways before Chell realized they were walking in circles. She let go of Wheatley's arm to tap his shoulder. "Mmhm?" Wheatley responded emptily. He was clearly deep in thought. Chell nudged him again. "Yes?" Wheatley appeared less distant as he turned his head to look Chell in the eyes. She tried to translate her thoughts. "Spit it out, luv… Go on…" Chell was frustrated with herself. She made a circle motion with her hands. "Wha… Wot?" She tried again but instead motioned to the sidewalks as well. "Oh we're… Err… Lost?" Chell nodded. "We need to find a place to sleep tonight, or-" Chell's knees gave out and she nearly fell. Wheatley caught her and put his arm around her waist. "Before you pass out, is what I was going to say…"

They walked towards a small restaurant on the end of the street. "Ahm… Water, water's wot you need, eh… That's free, too, idd'n it." A few houses before the restaurant, an older woman stood on her porch.

"Hey! Hey there!" She called and waved at the lanky man who seemed to be the crutch of an extremely tired young lady. Wheatley tilted his head and pointed at himself as if to say, "Me?" "Yes, young man in the blue… I saw her fall, down the street. Come on, come up here…" She said, walking down her yard to open her gate. Wheatley helped Chell up the steps.

"Thank you ma'am, she needs food, and water, real bad, soon as possible if you can,"

"Of course. Just come right in…" Chell plopped down on the old, tan couch. it was cozy and smelled of china musk and oranges. Not much was in the room, the walls were baby blue, the fire place was barely glowing. Chell looked at the clock, it was only noon. The older woman fetched her a glass of water and a piece of white bread. Chell ate the bread and drank the water in one gulp, and promptly fell asleep while Wheatley stroked her hair and talked quietly to the older woman about things Chell was too tired to pay attention to.

"Did you guys come from far away?" The woman with shoulder length grey hair sat in a wooden chair across from the couch that Wheatley sat on with Chell.

"Um yes, ah... We did, we came from sort of a factory. Now we have nowhere to go, and… Are you alright?" Wheatley noticed the woman had a serious look on her face all of the sudden.

"Oh um yes! I'm fine and, if you need to, you two can stay here for a while, if you'd like…" It seemed odd to Wheatley how quickly she'd made this offer, but he decided that it was too good of an opportunity to pass on.

"Thank you ma'am, I think that'd be quite nice. I'm Wheatley, that's Chell, and you are…?" The woman seemed shocked by Chell's name.

"I'm Grace. It's nice to meet you. I'm sure you two would like to rest, I have a small guest room, and one of you is welcome to stay on the couch."

Wheatley still ran his fingers over Chells hair as they talked. "She can have the guest bed, I'll be comfortable on the couch." Even though it was noon, wheatley could feel himself drifting off as well.

"Oh! I'd almost forgotten, do you need food?" Grace stood up and began to walk towards the kitchen. Oh no, Wheatley thought to himself. She can't find out I'm an android… Wheatley had the ability to eat, but it was of no use.

"Yes, I'd like just what she had, please." He ate, drank, and carried Chell to the guest room. He lay her on the bed and pulled the covers over her then exited for a nap on the couch, closing Chell's door behind him.