They didn't speak for a while after that. Doug told him how to chew once he noticed Wheatley was swallowing his beans one at a time. It really made the whole process much easier. He kept his core cradled in his lap while he sipped the water he'd been given. It soothed his throat after the amount of talking he'd done.

Mostly though, he watched Doug paint, and he thought. Wheatley didn't realize how much he'd relied on those interconnected systems until they'd been ripped away. Parts of him hurt, but he couldn't run a system check to figure out why. The chatter of machines he'd grown accustomed to had been silenced, and he couldn't even properly access his memory bank. That last one scared him the most. When Wheatley tried to cast his thoughts back, to remember where each of these wounds on his core came from, the details weren't clear. It wasn't some solid thing he could pull up and sort through, it blurred and warped and flattened. Even his thoughts had stopped being firm lines of binary that ran quickly, instead overlapping and bleeding into each other.

Observing the painting seemed to still the rush, though, or at the very least change its flow. Doug moved the brush with precision, teasing out details and stepping back to observe every now and then. It was a process Wheatley quietly marveled at. He'd never had the luxury to create, mostly due to lack of limbs, though he doubted he'd be able to move as delicately as his companion did. Plus, knowing himself, he'd end up with a mess rather than a piece of art. Sometimes Doug spoke. It was never directly at Wheatley, and he spoke so softly he almost didn't hear him. He pretended he didn't. It probably made both of them feel better.

He knew he hadn't gotten answers to all the questions he'd asked, and he hadn't gotten all his questions out. Doug had skipped around explaining why he was still alive and didn't offer an explanation as to why he kept talking to the companion cube like it was speaking back. He didn't say why he had a port in his spine- though Wheatley figured it was from one of Aperture's many experiments. He'd never told him why he was a moron. But maybe that was okay. Maybe it was stupid to think he'd lay out everything for him. Doug only knew so much, but based on the murals, he knew what had happened between him and the Lady. No one would be that forthcoming with an AI who almost blew up everything. If he'd been around Her for any length of time, he knew better than to trust something that threatened murder. There was one question he hoped Doug wouldn't dodge around that he had yet to ask.

Wheatley placed the mug down beside him, now mostly empty. "So. What's the plan?"

Doug startled momentarily, but quickly recovered and turned back. "There isn't much of one, I'm afraid. Only the movements of one."

His eye twinged slightly. "You said you needed help, and you didn't even come up with a plan? That's outrageous-"

"I said I have the movements of a plan." Doug cut him off with a small scowl directed at his shoulder. "I know what we need to do, just not how to do it. Don't act like you've never done that before."

Wheatley's face contorted, and he was certain he'd matched Doug's expression. That wasn't fair. He'd thought it through plenty of times, it's not his fault he didn't know how the main breaker room worked. It wasn't his fault the core switch was so tricky. …It was his fault what happened afterward. He grumbled in way of response.

"There are more ways out than just the main elevator, but the problem is that She is watching everything." His companion switched paints again, starting on the body in the pod. "If we can cut Her power, then we can find one without Her breathing down our necks at every turn." Doug sighed. "The problem is that I don't know how to crash Her system outside of physically damaging Her. Or where Aperture even gets their power, or how many backup systems they have. Even if we pull the plug, even if we wreck everything, it might not be enough. And we will probably need some power left in the building to be able to leave."

It wasn't actually that bad a plan. If they found the right places, and all that. Probably more thought out than his assumption that there was an escape pod. Wheatley frowned. "How do we know She isn't controlling the power?"

"Because then she would have turned herself back on."

Wheatley bobbed his head in acknowledgement, then tapped his feet against the edge of the seat. "And there's no way She'll let us close to the main breaker room. Or… anywhere near her, for that matter." He rocked back, tracing the fluorescent bulbs overhead as Doug gave an affirming hum. This place… This had been the core of Aperture at one point. Even if it was sealed off, it was still Aperture. Perhaps they could use that to their advantage. Wheatley dug the heels of his hands into his eyes, an odd sensation of squishing that sent spots through his vision once he blinked them open again. "Maybe there's something down here that could help?"

"…maybe." Doug stepped back from his mural, tapping the brush and stretching. They lapsed back into silence while Wheatley tried to think of some sort of solution. The scientists must have had a way to cut off the big cow, right? Or she would have killed them all the first time they cut her on. But then again, maybe not, if 'Bring Your Daughter to Work' day were anything to go by. If they had, then She would have surely gotten rid of it by now. And yet if She hadn't…

Time sloughed on as they lapsed back into silence. Normally, he'd be one to keep the conversation going, though now his body felt worn out from it. Wheatley chased these thoughts around in a circle, always feeling on the verge of a solution, but nothing ever fitting quite right. He couldn't tell how much passed. There was a clock blinking through the fogged glass that ticked along, but he couldn't make out the exact numbers. Without his internal clock, it seemed to stretch on forever. Eventually it started to wear on him. A heaviness tugged at his skull, seeping into his eyelids and dragging his head back towards the ceiling. "Hey, hey I think something's wrong." The words came through a thick slurry.

"Hm?" Doug didn't sound that worried. "What is it?"

"I'm…" he sucked in a breath, but forced it back out, stretching his mouth wide. "-that, what was-"

"You're just tired. The human body doesn't have a very long battery." A crop of black hair shuffled behind one of the chairs, then Doug came around with a bundle of cloth. "We should sleep. It's been a long day."

That jerked him back to attention somewhat, watching him lay out the fabric into a nice rectangle and placing a cushion at the top. "Oh, sleep, yeah."

"Do I need to tell you how to do that?"

"No, no, course not, I got it from here. It's what I was doing before I woke up, sleeping. And, you know, even if I don't, this body will probably do it for me. Handy little function." He smiled slightly, awkwardly pushing up and setting his core back onto the chair before stumbling and collapsing into the pile. It was only marginally more comfortable than the gel bed he'd woken in. Wheatley tried to lay as still as possible, arms at his side and legs pressed together. He flinched as the glasses pressed onto his face were tugged off. "Hey, I need those to s- ah," he paused as he stared at Doug's now blurry form giving him what was no doubt a very exhausted look, "I won't need to see, right. Yeah. Eyes closed and all that." Wheatley repositioned himself, then squeezed his eyes shut.

The dull hum of the lights overhead washed over them, and the quiet swish of the brush eased his shoulders back. If he listened closely enough, he could hear the slosh of the water beyond the door and the rumble of some sort of generator. At least his hearing was mostly the same. Wheatley did his best to relax, though it still wasn't entirely comfortable. He wondered what comfort truly felt like. Sure, his core felt pain and a few other sensations, but most things he couldn't quite grasp. Humans always spoke about comfort as something more than just the absence of anything bad. It was extra. An extra he'd never had in his barrage of feelings. Wheatley tried to neatly catalogue each thing he was feeling. The blanket scratched against his skin, though it wasn't as rough as the carpet he'd sprawled out on, and the pillow cradled his head softly in a way that sapped the tension from his skull. Maybe that was comfort. But he still hurt. His limbs ached slightly, like a layer of static had snuck its way between his bones and muscles. Wheatley dug his fingers into the fiber, then twisted around a few times until the feeling stopped.

If the amount of time passing was nebulous before, then it was impossible to figure out now. At some point, the painting stopped, and the buzzing of the lights cut out. The world started to phase out until he heard Doug starting to talk again.

"I know what you must think."

Wheatley cracked an eye open. The scientist's back was to him, splayed out on his own collection of blankets and leaning his head against the companion cube. He'd shed his coat to reveal the sweat stained, dirt coated white shirt underneath. There were a few singe marks across it. Wheatley almost asked what he was on about, but Doug continued. "He's not going to do that." Another pause. "At least not on purpose."

Wheatley nestled back into the pillow and shut his eye, trying to focus more on the steady rhythm that carried through his ribs. It felt like eavesdropping on a phone call, and maybe if he combined all the sounds around him, he could drown out the complicated circumstances over his shoulder.

The effects of extended isolation weren't a mystery to him. Understanding the human brain had been part and parcel of taking care of the Long-Term Relaxation Vault. Even if most of it didn't stick, Wheatley knew the basics: when someone is alone for too long, their brain stops functioning properly. Working with a brain damaged person wasn't anything new, but at least the Lady had him around when she'd woken up so the effects of said isolation weren't allowed to set in. Doug clearly hadn't had any interactions with anyone for a while. Humans were a woefully social species, and the need for companionship just so happened to manifest in a companion cube. So what? It kept him functional. At least his mental faculties seemed mostly intact, 'mostly' being a lode bearing word. If Doug could hear a voice from a box, there was a high likelihood he'd developed the idea of other exits just to save his dwindling sanity. Wheatley really hoped that wasn't the case.

"I don't think going back there would be wise, friend." The one-sided conversation continued behind him, though he couldn't glean much from it. Wheatley focused back on trying to sleep. Focus on that two-beat rhythm that carried on even when he wished for it to stop. It was so loud in the quiet. But it was something to focus on that wasn't that. At some point, the conversation blotted out, and an unconscious black swallowed him whole.

.

.

Sleep wasn't something he could properly describe even if he tried. Shutting down put him in a similar blissful state of nothing, however this slumber was disturbed by an ephemeral series of images and sensations, disjointed into a nonsensical blur that brought with it a battering of emotions that he felt in their entirety. Metal, wind, flesh, a bubbling rage consuming his very being, the Lady staring at him with a righteous fury that only broiled his circuits further.

Wheatley gasped awake with an apology on his lips and the sensation of the jagged prongs of the portal gun burrowing through the stomach. As his fingers caught the area where he assumed a gaping hole should be, the experience was already fading from his mind, like an afterimage from a flash of light. The shirt he touched was entirely intact. "Wha…" Sleep addled synapsis tried their best to cobble together what he'd just witnessed. It had felt so real, and yet he couldn't even remember what exactly 'it' had been. Just a handful of images remained. The facility, the Lady, and his own anger.

Sitting up knocked some of the cobwebs free. Dreaming. Yet another concept not fully recognized, at least not like this. He had aspiration-dreams, not sleep-dreams. Or at least he didn't before. Wheatley tipped his head back with a groan. People went through that every night? What a horrible little machine the human brain was. At least circuits never tortured their owners like that. He slapped one hand around the floor, listening to the thundering heartbeat slow its heavy gallop through his chest. The edge of his finger knocked something cold, and the object clattered further away. He huffed. There they were.

Wheatley crammed his glasses back onto his face. The light from the burning computer part had died, casting everything in shadow. Darkness wasn't something new to anyone in Aperture, and it was rarely particularly scary; however, something about this room being in this darkness got to him. Maybe it was the angle of the shadow or the size of the room or the way some light filtered in from the fluorescents outside, but everything felt too close and too tight and too much.

He needed to get out of this room. He needed to find a place to breathe.

Getting up from the floor was easier this time around, the joints and limbs deciding to cooperate more, though it still took more than a few minutes to get standing. Everything was sore now, more so than when he woke up the first time. Wheatley's limbs no longer burned in alarm, but they clearly didn't like having to carry his weight again. He ignored this, instead considering his options. Going out the way they'd come in would put him on the catwalks which hurt his soles. However, there might be something worse waiting in the room Doug had brought his core from. Like more turrets. Or… or…

On second thought, he really wanted to know what was going on back there.

Wheatley wobbled his way across the floor, making no shortage of noise against the various bits of furniture. If he were in a better mood, he'd be rejoicing over his ability to leave without being carried by a management rail or a person. He looked back over his shoulder once he'd gotten himself thrown up against the wall close to the door. Doug remained curled up in his own blanket fort. One of his hands protectively curled around a plastic panel on his cube. Something was missing in the room, though. He couldn't place his finger on what, but it only drove him to leave faster.

The beacon of light through the door dragged him onward. As he approached, the rusty sliding mechanism engaged with a squeal so Wheatley could pass through without incident. Colder air crawled in, raising bumps over his forearms. He popped his head out into a room about double the size of Doug's painting room. It almost looked like a lab. He turned the corner and-

"Great doesn't always mean good."

He managed to swallow down his scream but couldn't save himself from toppling into a table next to him. Wheatley glared down the turret propped right next to the door. "Alright, you munter." He paused. "Oh, you were missing from there!" Wheatley wondered why Doug had brought it back here of all places. It had the best chance of bluffing protection out by their beds. Or maybe something here was more worth protecting. Wheatley returned to his exploration.

The room's ceiling rose higher over his head, a large piece of equipment dangling from the middle with exposed wires resting on the island below it. To his right, a doorway overlooked the toxic sludge that made up the ocean they buoyed them. Countertops that ran the length of the walls were filled to brimming with mechanical bits and bobs, and papers lay scattered over the remaining surfaces. Most of it looked useless; stripped bolts, gears bent out of shape, bare fraying wires and sheets caked in rust. Several turret frames were tossed into one corner, all of them facing away from the door. The mess wasn't just contained to counters, instead spilling out onto the large pieces of equipment of unknown usage that dotted the spaces between the surfaces.

Only a single space was cleared away, and a lamp was trained on the objects sitting there. A familiar gun had been placed lovingly in the center, right in front of one of the Aperture radios he'd seen dotting the layers he worked on. Wheatley stepped forward, eyes trained solely on the portal device. Its casing was cracked and sat awkwardly on the frame while a few wires hung down. The prongs were peeled back to expose the barrel. He hadn't seen where the singular portal device had gone once the Lady got her new one, but there it was, clearly cracked open and rummaged through. Damaged, just like his core, just like the facility, just like everything here.

His stomach flipped, throat clenching as he looked from the gun to the lab. Pain stretched down his spine from the embedded metal as his heart slammed into his ribs again. Wheatley changed course to the balcony. Never mind. He couldn't stay in here either.

Cold tile prickled the pads of his feet as he plodded over to the double lined railing, the bitter taste of the air stinging his lungs as he lowered himself down. Wheatley looped his arms over the metal and pressed his forehead to the lower rail. The cold was nice. Grounding. His panic quelled with each huff, until his heartbeat stopped being intensely noticeable. "Man alive…" He picked at the flaking paint, feeling the way it snapped and crumbled against his fingertips. The grain clung between the ridges of his prints.

Sitting alone wasn't so bad if he didn't think about it. The riptide of stimulation had lowered to an almost manageable threshold, and even if the body felt foreign, he could use it. And if he did think about it, then he'd say that the feeling spreading over his lungs and nestled over his stomach felt far too much like The Itch when he'd been in Her body. Or that once again that feeling of familiar and not had latched onto him as he stared over the catwalks and spheres. Wheatley groaned softly. It had to have a name. There had to be a way to get through that blockage, to know what was so familiar about this place. Part of him was just exhausted; tired of fighting this body and its emotions. Why couldn't any of this be easy?

The sliding door creaked open behind him. Wheatley couldn't be bothered to lift his head. He knew who it was. Shoes tapped across linoleum, and Wheatley could hear Doug fumbling with something. Click. Cheerful music filtered through the doorway. It got louder, and legs appeared in his peripheral. Doug set the radio between them. Wheatley finally looked over. His companion was also focused on the toxic stew over the ledge, the bags under his eyes not having budged a centimeter from his rest. He wondered if they'd ever disappear. He wondered where the cube was.

Doug turned his head just enough to acknowledge him, though his eyes fixed outward. "Bad dream?" His voice scratched with the remains of his slumber.

"I think so." Wheatley returned to his original position, drawing his legs up against the bars. "You?"

"Always."

The notes washed over them, filling the space that neither of them seemed keen to break. Wheatley had never been a fan of sitting in silence. His thoughts got too loud and eventually came spilling out, as if there wasn't enough space in his circuits to hold it all. But the radio broke up the building stream, drowning the words in static crushed trumpet and guitar. There was a warmth here, a stillness that he could settle in. Doug had pulled out a marker and started sketching on the tile. Wheatley clung to this eddy, but he knew that couldn't last forever. Especially with The Itch pressed into his sternum. He reached down and lowered the volume. Doug inclined his head to the side to signal he was listening.

"I've got this…" He paused, feeling the crushing wooziness from the familiarity of the phrasing, "itch that I've been feeling. Do you know what that is? Is that normal?" Voicing it out loud bubbled those anxieties to the surface. "Please tell me I don't test again."

Doug stopped sketching, exhaling in his closest approximation to a laugh. "Nicotine."

"What?"

"You were a smoker. You're just craving a cigarette." Doug considered for a moment, tapping the plastic edge of the marker against the tile. "If there were any in the facility, they'd be in these levels. I'm not sure if they'd be in good condition, though."

Wheatley pinched his brow. "I still don't understand. Cigarette? Is that a drug?"

His companion made an odd motion then, flipping the marker so it was pinched between two fingers and pressing the plastic to his lips. Wheatley watched intently as Doug brought it down and blew out, that feeling swelling up in his chest and pushing against his temple. It swept forward begging him to remember, and finally, it felt like something gave. Hazy and blocked as the image was, it appeared, and Wheatley, so desperate for any scrap of information, focused.

Of course, he thought, the one safety regulation Aperture bothered to properly enforce was for smoking. He chewed the filter in frustration, eying the 'smoking area' sign with contempt. But no, no we can keep the dangerous bullet spraying turrets in the hallway or force you to put your hand in gears and wires! But smoking around the equipment? What are we, animals? Cave's words, not his. Apparently, too much smoke would mess with the equipment in the walls and if they found they couldn't power down one of the rooms, it was coming out of everyone's already meager paycheck. Wheatley wasn't bitter about that, about this company's almost reverent commitment to the equipment, no sir, not at all. Maybe he should have seen that coming; Aperture only ever mentioned innovation and technology in their job description, never people, and maybe that interview should have been more telling, but still…

Wheatley blinked, the image burning out of existence not unlike the end of the recordings from his memory banks, though far less succinct. He tried desperately to grasp onto the sensations and sounds, replaying it over and over while muttering a small "oh" in leu of a response. The specifics of the human mind's decay hadn't been included in his training, just signs to look out for, symptoms and actions that needed to be satiated, but never had he thought it would be so visceral. Wheatley's own mind seemed mostly intact, but the vestiges of the poor human he'd been thrust into were scattered like dust in a turbine. The thin connections to things he could make warped and tore like cellophane if he wasn't careful, and he was struck with the horrible thought of what would happen to this human if he hadn't been there to fill the space. How much would be left?

Doug had gone back to drawing, this time against the railing, though it was little more than tracing lines across the paint. "But, you will probably need to figure out how to test."

"What?" That brought the world fully back into focus. Wheatley's nails dug into the paint, scratching out a few flakes and making his teeth ache acridly. "Why? No!"

"Not like that," Doug corrected himself softly, "you need to learn to use an Aperture Handheld Portal Device if you want to get around this place. Even if we stick together, you might need to use it from time to time. The safest way to learn is to go through test chambers; that's what they're designed for."

That did little to quell the nerves, though Wheatley found a bit more reason in those words. Of course, looking out upon the crumbling architecture and failing catwalks, it was obvious, but he knew those tests. The subjects that did come back sported bruises and broken bones and scars. Most of them cried. Most didn't come back at all. "Uh, hah, Doug, I don't know if testing is a good idea for a… for me."

"These tests are different." He looked over from his doodling. "Most of the danger comes from where they've broken."

Wheatley scoffed, indignant. "Right, sure. Because the scientists care so much about safety." No one who cared about dangers would build something like Her. "It's a struggle for me to walk, no way I'll make it slinging myself through portals. I'll break this fragile little body, and then where will you be?

"I mean, hell, what were you even testing? What is the point of all this?! Throw some people into a meat grinder and see what pops out?" He threw his hands up in exasperation. The exclamation echoed through the caves, resounding off the rocks and making him painfully aware that the radio had been cut off at some point. Doug had stopped drawing, stopped moving entirely. It didn't look like he'd be getting an answer, but then he moved to the space on the floor between them.

"It used to be different." His voice was soft, almost timid. "It wasn't about the people. We made equipment, we tested it, and then we put it out into the world. Test subjects were simply how it got tested. Sometimes we played with the human body, observed what happened, but it wasn't pointed. Harm was never the primary directive, even if we caused quite a bit." Doug peered back at him for a moment but lowered his head as he continued. "Then She was created."

A shudder ran up his spine at the look, centering back around his neck. "And… what- what does she test?"

"Endurance," his marker raked over the tile, "strength," he dragged it down, "intelligence," swipe, "mental fortitude," swish, "emotional capacity, tenacity, dexterity, whatever she could." Doug's voice rose the more he spoke. "She loved humans, wanted to know what made them tick, where they failed, how to attack their weaknesses and crush their spirits. It made her feel better, I think. Even when She was 'under control', She revolved around death. Never the equipment, never the results. When we coded in Her need to test, we never considered what she wanted to test, never cared because it was for science-" His voice had hit a fever pitch now, and the ink made angry blotted stabs against the ground. The feedback from the cave wasn't helping; Wheatley felt like he was getting yelled at from all sides. It rattled something in his chest. "She took my co-workers and turned them into trophies! And no one stopped Her! They encouraged it! All for a company that was bleeding money!" A complex storm of emotions spilled out through the tears making tracks on his cheeks. Anger, sorrow, bitter regret, it was the most expressive Wheatley had seen the scientist, and he wondered if he'd made a mistake asking. He was also more than a little scared.

A switch seemed to flip, and the twitch of his mouth faltered. "…it's their fault." Doug's voice evened out, though a rawness remained. He leaned away from the artwork. "She learned by example. By then, they- whoever was making decisions at that point- couldn't care less. Anything to get this machine to work. They knew- when they strapped her into that chair. They knew her rage would poison the system, but they thought they could just code it out. Emotions were just a virus, a rogue program that obfuscated testing. But she went in angry, and that never changed."

Asking any further questions didn't seem like a good idea. Doug looked like he was in some far-off place. But then again, Wheatley had been built only to function on bad ideas. "Who?"

"Caroline."

The name jabbed an icy pick of dread into his stomach and twisted until he thought he'd throw up his beans from earlier. That name, that name, he knew that name. But from where?

"The human mind is complex," Doug turned to the railing, "it isn't something that can be distilled into a few core commands. Code can be flawed or written poorly, but it will always do what is written, and only what is written. Contradictions can break the system. Emotions don't work that way. They contradict. They work in irrational ways. And yet we still function. Caroline hated us for what we did; it was in every line of code, every letter of syntax, it infected every system with sentience and anger. She loved to hate us because hate was the only thing that she had left. When we tried to delete her emotions, she still tried to 'logically remove us'.

"My supervisor, Henry, thought the best solution would be redirection. If we couldn't take it out, then we could add more, and that would somehow override it. She was one big logic bomb, just waiting to go off." Doug deflated. The energy that drew him taut fled, and the dark circles seemed more pronounced than ever. "They were willing to sacrifice everything for this. The moon shot. And I cannot tell you if it's worse for something to seek out harm for its own pleasure or for someone to be indifferent but always willing to cause it."

The reference to that celestial object caused him to flinch, but Wheatley still felt bereft of the ability to comment. It seemed easier to just let the guy talk, though he'd fallen back into silence once more. Back to thinking then. A human. They'd put a human in their machine. No part of GLaDOS betrayed any of that humanity, although considering the place they worked, perhaps that cruelty was the most human thing about her. Wheatley figured that part must have been long stamped out; She didn't make her dislike of humans a secret, so she'd scoop out any parts of her that resembled them. He figured he should probably take that sort of statement with a grain of salt. Doug sounded pretty convinced that she was still in there though. He lazily let his thoughts dissolve outward again, picking any topic it wanted to chase down; Aperture, the thought of testing, the still fleeting bit of memory, trying to figure how to shut down…

Bright sparks crackled in his head as the thoughts crashed together, jerking him out of his slumped position in surprise that was swiftly replaced with a joy. Even the resounding clang from his head smacking the upper railing couldn't deter his elation at his insight. "Wait!" Pain radiated out from the impact and rattled his thoughts, but he beamed. Human melons must be much stronger than he gave them credit for.

Doug, however, watched, hazy concern in his sagging eyes. "What?" He flicked his gaze across his face. "Is your head okay?"

"Yeah, yeah, didn't even feel it," a lie, but the joy at his discovery masked it quite well, "but I know! I know how we can stop her!"

(AN: I actually don't know that much about computer code so some of that might be incorrect)