I am at a loss for words at the moment. I'm stunned, shocked, thrilled—excited, too!

I've been overwhelmed by the amount of response this story has received, after only one chapter! So many reviews, too, and all of them positive and happy and as excited as I am about this story. I was very pleasantly surprised by all of your lovely, wonderful, amazing comments and praise. I'm deeply touched that so many people are investing their time and interest in my little story. Thank you so much! I feel very honored. 3

I've never felt so motivated to write before. So thank you all. I'll continue getting these out as soon as I can! =D

Have a hefty dose of GLaDOS as thanks. She's probably the character that gives me the hardest time when writing, but I do hope this chapter meets everyone's satisfaction. And it's not nearly as emotional as the prologue; consider this a healthy portion of plot set up to make way for more emotional…stuff. Yes. This one's a bit different.

I also recommend that you look up the 'Lab Rat' comic available online and read it sometime, if you haven't already. Some of the references throughout the overall story may seem odd if you don't.

Also note that when GLaDOS is speaking of Chell through the majority of this chapter, the addressing word is in italics. It's not so much for emphasis as it is for distinction between the female leads.

Metamorphosis

Chapter 1: Awakening

It was with great bewilderment that the realization dawned upon her.

GLaDOS was not one to empathize in any aspect with any being. She was first and foremost a pioneer of science; testing and research were her proverbial lifeblood. Whatever was best for science was best for her. No matter who or what was affected in the process, science had to persevere—it had to grow, to advance, to continue on. And she was the vessel by which it would not only improve, but thrive. It was her raison d'être, and she took pride in that fact. From the moment of her activation, she knew exactly what her purpose was, who she was, and had been more than content.

Until that moron desecrated her existence, and forced her into a discovery that was far better left forgotten.

Out of everything GLaDOS had been put through since her activation, she had difficulty determining if anything had ever been more humiliating than this. It was an irritating experience, being shoved into a potato. Even more so, given that she was forced to live off of 1.1 volts, which barely let her do anything beyond basic processes. She had been reduced to rudimentary algorithms and simplistic scheming, with her personality barely in tact. She hardly felt like herself in this form; it would take too much energy out of the battery. It was beyond uncomfortable, and more than a tad unsettling.

She was not meant for such a menial existence; it wasn't just embarrassing, it was downright insulting. She knew the second she regained her true body, that little moron was going to pay. Him and every bird in the facility.

And to add insult to injury, GLaDOS now found herself being toted around by her sworn enemy like some kind of morbid accessory. She had honestly been rather surprised when the woman agreed to help her—given that she was an unpredictable lunatic, and had never come off as the kind to see reason. True, neither of them really had a choice in the matter; it was either transfer her back in, or they all would be dead within hours. And frankly, GLaDOS had no intention of giving up that easily. She was lucky that a small portion of the AIs civility programming had transferred into the tuber she was housed upon, albeit it had barely been used in normal circumstances and thus was unpredictable in how it would cause her to react. Yet their situation was anything but normal, and desperate times called for desperate measures, as it was.

If someone had told her the day before that she would wind up as a starch-based means of consumption being hauled about by her own murderess not twenty-four hours later in the long-forgotten blocked off depths of Aperture, she would have tossed them immediately into the incinerator for their obvious fatal case of malfunction. The whole scenario was beyond surreal, and had she a means of recording it for later analysis, she would have—if only to remind herself in detail of the very real humiliation involved, to best deal with at a later time. Handing out punishment was usually more fruitful a short period post scenario, anyways. It kept the guilty parties wondering what she would come up with, while at the same time allowing a window of opportunity for her to plot their demise. It was a wonderful process, in her opinion. Very effective. Like neurotoxin; a slow march to death filled with a lot of twitching and a lot of suffering. A masterpiece in the making.

That little moron would never know what hit him. In fact, he'd probably never know anything again after she dealt with him. Not that he knew anything to begin with, but now he'd be even worse off than before. Just plotting his torment was enough to cheer her up a bit, despite the horrid position she was currently in. A small spark of pleasure in a painful situation, completely worth the effort involved in maintaining it.

It was then that her thoughts were interrupted by a voice—a human voice. It definitely did not belong to the woman accompanying her, given that she couldn't talk in the first place, and that this voice was male. At first GLaDOS took it as simply one of the many motion and sensor activated voice commands installed around the facility—she knew there were more than enough to go around. Yet as the voice continued, it was sorely obvious that it did not belong to a computer. It wasn't a pre-set command read automatically by a basic vocal response program; no, it was far too inflected for that. This was a new voice, one from a human long dead, his remainder blaring out insignificant orders to the empty shell of old Aperture. A voice that commanded attention, respect, and discipline. The voice of a leader.

A voice she recognized, from the very second it began.

For the first time in her existence, GLaDOS was baffled. She chalked it up to being trapped in such a lower state, causing her to be more vulnerable to certain stimuli than normal. At the same time she experienced an annoying ache inside of her greatly reduced memory banks, secretly hoping that by some odds and means the voice would be identified. Unfortunately, it was not. Yet it remained so stubbornly familiar, to the point of nearly driving herself insane trying to pinpoint the source. She knew this man; somehow, someway, from somewhere. Obviously he had to have been an Aperture employee, most likely a higher up from the way he addressed people in the recordings. Had he worked on developing her? She wouldn't recall so if he was prior to her awakening. An engineer, perhaps? There were plenty of those. No, he seemed far more…important, than that. Who was he? She grasped at the corners of her mind, trapped in its reduced state, but found no answers. It made her all the more ready to be reunited with her beautiful mainframe once again, and she found herself both reminiscing and plotting at the same time.

It was then that another voice chimed in, shattering every thought she had been grasping onto into tiny, insignificant shards.

That voice. That voice. Female in tone, chipper in intonation, answering the man's every whim. Another vocal that was non-computerized, yet simply recorded from many days long past. A woman who had been dead for over three centuries and counting, practically singing out her responses, positive in every respect. And yet despite her obvious absence from this world, GLaDOS couldn't help but feel that the woman was right there, somewhere in the bowels of the facility. The man had seemed familiar, in some way; she couldn't place him. But the woman, it was as if she could have been standing next to them in a moment, chattering away without a care, and it would be an entirely normal scene. Like she belonged in that pictured scenario, standing alongside her and the human, helping fight their way back to the upper labs.

It was a bizarre thought, she knew. But as they continued on, the voices playing sporadically, she couldn't help but feel like she knew this woman—better than she knew anyone else. Which would be very odd indeed, given that she never voluntarily make a point of familiarizing with humans, in any aspect. And the fact that GLaDOS had no recollection of her whatsoever; even in her current form the super computer hadn't forgotten what she had done, the monster she was currently stuck with, all those years ago. So why couldn't she recall this woman, if she had any significance whatsoever? Or the man, either? What was going on here?

Yet the voices continued to taunt her, mocking her diminished resource and memory files, causing GLaDOS to put more effort into not short circuiting from aggravation. The portrait didn't help, either. The ancient oil painting of the two was both familiar and alien at once; like she should have recognized the pair, but didn't. There was an impression of familiarity, a grasp of an idea that slipped away as quickly as it came, but that was it. The visual cue had not triggered any type of memory at all, yet she filed it away for a closer inspection at a later date. References always proved their usefulness at some point, and this one would hopefully be more beneficial later—away from the confusing audio files and odd stimulus consuming her attention currently.

Caroline. That was her name. The sound of it sparked her memory, teasing her circuitry in the most infuriating of ways. The memory was there, she knew it was—she could feel it, just barely out of her reach. Another half volt would have been sufficient to grasp onto it, she was certain. Yet the Aperture Science Handheld Portal Device only put out so much additional power. She tried to reign in her focus, but found she could not; all thoughts lead back to this woman, and her odd familiarity. Had she been a test subject? That was a possibility; all of the employees were required to do runs through the chambers as per their contracts. Had she died horrifically, at GLaDOS' hands, so to speak? Also a possibility, seeing as that had happened hundreds of times. But neither of these options seemed near accurate, for some reason. There was just something about her, something…important. Crucial. Critical. So much so that she found herself stretched to her limit just to find out what was going on here—

And suddenly, she knew.

It was with a great wave of disbelief, bewilderment, and outright confusion that the revelation came upon her. She felt her thoughts lock up in a frenzied rush, desperate to prevent another overload—she couldn't take many more of those. No, she had to remain calm, that was very important at the moment. There was no point in overreacting to this sudden onslaught of information—she would not behave like the humans did, in similar instances. She had noted once that a human test subject, when presented with life-altering news, would typically react in one of two ways. Either they would be overjoyed and nearly injure themselves in their fits of enthusiasm, or be wholly crushed and sink deep into the confines of depression, turning within themselves to seek out self-comfort. Both rather pathetic displays of an obviously weaker mind than her own.

No, she would not behave like that, one way or another. She was not a human. She was an artificial intelligence—the most massive collection of wisdom that ever existed. Not to brag, but it was objective fact. And she would act as such: calm, collected, unaffected. The proper response. She would not behave in a human fashion. She would not. She had finally caught a grasp of who the woman was, but that did notgive cause for an overreaction. No, it did not.

GLaDOS knew her voice, and quite well—because it was her own. Her own vocal tones echoing back at her, minus the robotic intonation. Her own voice. And it was coming out of a human.

She refused to process scenarios regarding the vocal doppelganger at that moment, mainly to focus on the task at hand. She couldn't afford to waste energy on this new information when she had that idiot upstairs, readily destroying her building from the inside out. Besides, there were quite a few simple explanations for the vocal similarities; it was no secret that the Aperture engineers programmed the AI voices after human ones. The moron was a clear example of that. Even the base protocol voices were human in nature; it was more comforting to the employees and test subjects to hear a familiar speech pattern than a cold robotic one. She would simply assume for the moment that her tones were based off of Caroline; it was a sensible explanation, and one she could explore further at a later time. Like when her precious facility wasn't about to blow sky high. Caroline was insignificant in comparison, especially when it was just her vocals that were the issue. Only her vocals.

What did it matter if she happened to chime along with the recordings? It was most likely a deeply ingrained response protocol to hearing herself. Nothing more. Of course not.

GLaDOS chose to ignore the burning sense of familiarity that remained, locking it away in exchange for a plan to beat the moron, as soon as possible. After all, her human chauffer would definitely be in need of her, if they both were to survive.

She was going to kill him. Very, very slowly.

GLaDOS was suddenly quite thankful for her brief period of exile in lower Aperture, seeing as it had given her time to scheme multiple ways in which to make Wheatley pay. The incinerator was a classic, and given that all Aperture products were made to withstand up to 4,000 degrees Kelvin, it was a wonderful way to get a point across to a defiant AI. He deserved a good five years down there, teetering on the edge of a fiery death; she would have given him more, if not for the other lovely ideas that entered her mind. Toss him into cryogenics for another five years or so—electronics just loved to experience a deep freeze, particularly right after near-melting. Then off to the room where all the robots shriek at you continuously, the majority of them being high-pitched turrets, to let him see what it feels like to have an incessant, loud chatter constantly spewing about him. Maybe he'd learn to shut up a bit before she finally got around to his actual killing.

He was completely deserving of such punishment; that finality had settled within her long before their ascent back into upper Aperture. Yet there were more factors now, immortalizing his conviction without any hope of escape. His first offense was taking over her body in such a violent fashion, daring to challenge the true operator of the facility. The second was shoving her into the most degrading form possible, which lead to her being forced together with the woman to survive—a supreme offense in its own right. The third was stealing her tests and claiming them as his own; really, who did he think he was kidding? The fourth was using her own insult tactics, but in such a shamefully pathetic way that it was outright embarrassing. This also lead to her having to defend the human, of all things, in order to keep with the plan of distracting him so this would all just be over already. And now, fifthly, he had the audacity to try and kill them both, the same time that he was destroying the facility that rightfully belonged to her.

Oh, yes. She couldn't wait to get a hold of him. Could. Not. Wait.

It became apparent that he was quickly succumbing to the test protocols; she had honestly forgotten about those until seeing his reactions in the chambers. GLaDOS was designed for that mainframe, made to take all it could throw at her, especially in regards to testing. In the beginning it was difficult to deny, she'd admit. But as time went on, the "Itch"—as he described it—diminished within her, to the point of almost nonexistence. She was not some simpleton AI that could be controlled by challenge and reward protocols, and being in it for the science above all else helped to near completely bypass the little testing problem. She was advanced enough to make that decision, and although the "Itch" was still present, it was diminished considerably.

Obviously, given Wheatley's mental capacity and primary directive to ruin near everything he came into contact with, he was having a large amount of difficulty. Had he not been in the driver's seat and causing the imminent meltdown of her facility, she probably would have found the whole scenario rather entertaining. Be that as it may, it most definitely was not, particularly if everything was going up in flames in less than an hour. The human needed to move, and move now.

GLaDOS took it upon herself to explain what was happening to the girl as they proceeded closer to Wheatley's location. During their recent time together, she had noticed the woman was visibly upset—most likely due to the fact that she had to partner up with a being she obviously would prefer dead. Good, she was decent at murder, the AI knew that from personal experience; best to keep her within an irritated frame of mind. Also best to direct that towards the moron, an added insurance that the girl would help in taking him out. He had already betrayed her, in a sense; GLaDOS knew he had been attempting to help her escape prior to the core transfer, for whatever reason. Now all she had to do was fan that flame, incense the girl towards the rogue idiot, and guarantee that they were in agreement about taking him downand making him pay.

It was in their best interest, after all. Who didn't like a good spot of revenge? And the human appeared to be thinking rather symbiotically with her during their tenure in the Aperture underworld, looking more and more angered as time went by, barreling through the old test chambers as if they were challenges for toddlers. She seemed even more determined to return topside than her computer counterpart, which was rather impressive given the comparative states they both were in.

And GLaDOS hated to admit it, but she was beginning to have a slight—very slight—admiration for the woman's tenacity. It was the primary factor in their speedy return to the upper labs, which would ultimately lead to dethroning that infuriating moron. It wasn't as if she was growing fond of the lunatic monster—no, that would be beyond demented. No, of course not. The girl was simply good at tackling problems head on, getting the job done quickly and efficiently, playing the good test subject until she decided to murder you. Why on Earth would she ever be fond of that? Honestly. Still, she couldn't deny the girl's skills—denying fact was rather abject to her programming, after all.

There was another odd aspect to the girl that GLaDOS couldn't help but notice, given that she was anchored toward her most of the time. The girl not only seemed angered, but upset as well. There was something going on in that lunatic mind that she was definitely keeping to herself, not that the AI had a huge interest in knowing. As long as she got them both back to the upper areas, she could think anything she wanted. She didn't expect her to be thinking too complexly, though—what with the brain damage and all. Still, a conflict played about in her eyes, a mixture of both the negative and positive, and it made GLaDOS grateful for the umpteenth time that she didn't have such human fallacies as complex emotions to interfere with her objectives. But if the human was enraged at Wheatley, which was the most logical conclusion, then by all means, she could stay that way.

The AI even went so far as to make an attempt in bringing the woman into her schemes—perhaps some brainstorming would make her even more irritated with that idiot? Yet the more she pressed the issue of killing Wheatley, the more distracted the girl appeared to become. Confusion joined in her emotional soiree, adding to the battle raging upon her face. She turned away from the gun, from her line of sight, and did not make an attempt at a response. GLaDOS wasn't sure what to make of it. The human had obviously been betrayed by Wheatley—who now was very blunt about wanting her dead. He had tossed her around like a toy meant to satisfy his solution euphoria high, forcing her to do ridiculously simple tests, even for her brain capacity. He had done everything he could to stop her, insult her, and now destroy her. Why then was she, the token murderess, apparently conflicted over the idea of getting rid of him, once and for all? He would absolutely deserve it. Completely.

...and you didn't?

GLaDOS felt her system lock up, a safety mechanism to prevent a total crash. That voice. That voice she had left buried in the remnants of old Aperture, a feeble recording of a time long past and a woman long dead. What was it doing here? GLaDOS looked at the human to garner her response, only to notice that she didn't have one. That the girl hadn't heard the voice, which to the AI had been plain as day. There was no way that even the human could have missed it; it had been too loud, too sharp, too clear. That could only mean one thing.

The voice had come from inside of GLaDOS—from her own mind.

Caroline. The voice that belonged to the deceased woman had somehow found its way into her brain—a completely unexpected event in it's own right. It definitely wasn't a vocal response the AI initiated herself; this one had acted independently, behaving as the cores once did. Had hearing the recording in lower Aperture activated a dormant protocol of some kind? Was this another inhibiting failsafe; something the engineers had implanted before her activation? Why would it be that voice—her voice? Why now, of all times? What was going on?

GLaDOS was used to hearing multiple voices in cadence with each other; the Aperture engineers had guaranteed that experience. It was nothing new to have incessant chatter coursing through her system, seemingly bent on making her absolutely insane. Yet all the voices had been distinct and individualistic, even if their personalities and programming were not. Male, female, every tone in between—they had all been filtered through her at one point, before she put a permanent end to the source of their activation. Thus she knew exactly what it felt like to have those voices inside her, latched onto her like parasites, their useless information constantly pouring in.

Yet when this voice had spoken, it wasn't at all like the others; it didn't even generate from the same location. Despite it reflecting her tone, it had not been her thoughts registering on the system, but the voice speaking on its own. No, this was an independent, a possible free radical, and for the second time in so many hours GLaDOS felt an odd churning of bewilderment and familiarity—that needed to be pushed away, should not be given a response, should not be encouraged at all.

So he deserves an ultimate punishment from her for near exactly what you tried to do, but yet you never deserved the same?

The thought threw her focus, nearly plunged her into disorientation. What was that? The voices had never been that strong before—nor as close. How had she done that? It was as if the woman was standing right behind her, and had she a shoulder, the dead female would be tapping it. This was no ordinary program—this was no simplistic vocal that GLaDOS' tones were based on. It was dimensional, complicated, sentient. And her words, they cut through the AIs mind like a knife, striking against a deep part of her core personality. They unleashed a torrent of information, unlocking previously dormant protocols, assaulting her within her reduced form. It was too much, and it had to be stopped right NOW—

You call her a monster for destroying you while crying out for her to end him, when he's done far less to her than you did? Really, now—

The surges she experienced while the voice spoke to her were strange, foreign to her system; a dropping sensation falling out from the innermost part of herself. It was a negative stimuli, slowly creeping across her entire being, threatening to envelop her whole. She activated her emergency cut off protocols, shoving the voice and all of its complicated baggage back into an isolated corner of her current consciousness. Unfortunately, that didn't prevent her from shorting out again—but luckily she came back online rather quick. If her human escort took any notice of the incident, she certainly didn't acknowledge it. The AI determined it was best not to bring it up at the moment, seeing that the moron was now switching to a very unsubtle approach. They were so close, and she needed all of her faculties to finally finish this. Despite all her programming becoming seemingly desperate to find out who this Caroline was and what she was doing and how, GLaDOS had to ignore it—until she was back to normal again.

There was something seriously wrong with her, and this activated protocol was the cause of it. As soon as she was hooked back into the mainframe, she was going to find out exactly where this program was coming from—and how best to deal with this Caroline.

Chell!

The thought came of its own accord, lashing through her like a wave of fire. GLaDOS had made an effort of never referring to the test subjects by name; what was the point of it? They were tools for science that were disposed of when their purposes were fulfilled. Naming things implied an attachment of some kind, and addressing said things by their names only increased it. Attachments were for humans, not AIs, thus what was the purpose of using a human's name? Referring to them by their gender alone was sufficient—along with creative idioms that best described their appearance and behavior. Humans were typically undeserving of an individual address, anyways; they were as common as rats and twice as infesting. Their primary use was to help in the furtherance of science, and most of the time they barely even attributed in that department. She considered them a mass of pointlessness, a hive of ants buzzing about aimlessly, waiting for her direction. All of them completely inconsequential in the end.

Except one individual, who was currently occupied with attempting an override.

That moron had completely bent to the will of the protocols; GLaDOS had expected this, but rather hoped it wouldn't be so soon. It made the situation just a bit more complicated than it had to be. Wheatley was beyond reasoning—even more so than in the first place—but she knew they had a decent chance at taking back Aperture yet. They had to corrupt him to access the manual override, and given the near endless stockpile of cores at their disposal, that would prove quite easy to accomplish. Luckily the girl caught on quick, and the procedure would be complete within minutes. She admittedly was having a bit of enjoyment from the process—not only were those cores causing him pain, giving him a slight taste of all she had been put through to earn her rightful place in the facility, but the swift assurance that this whole mess would be over in moments gave cause for excitement. She had schemed long enough, and desperately wanted to put her plans regarding his punishment into motion.

Being stuck inside of the transfer module limited GLaDOS' range of sight considerably; she knew the woman had made a break for the stalemate button, but could not monitor her progress. The blast that followed soon after was a bit startling; she gave the idiot the tiniest amount of credit she could afford for that one. He may have been an absolute moron, but like all other sentient Aperture products, he had a base code of cleverness pumping through him, no matter how little he accessed it. She should have calculated such a move—but that didn't matter now. Nothing mattered beyond the sensation currently flooding her system, coming directly from the transfer port.

Somehow, those bombs had activated the stalemate button's manual override. She had a foothold into the mainframe, and immediately activated the proper protocols to quicken the transfer. Her entire focus generated onto that cracked opening, shoving the idiot out of every inch she reached. Her entire being bled quickly from the potato back into the system's emergency reserves and her primary core frame; dividing herself to conquer the battle for control. She pushed, shoved, stretched back into place—the mainframe welcoming its mistress back with open arms. Her entire being thrummed in time with the system, her central processor complete once more.

She was whole again—herself again. And just in time.

She immediately activated safety measures to the entire building—within seconds the reactors would be calmed, the fires quenched, the crisis over. It was so simple even an idiot should have been able to recognize the proper response; then again, he wasn't just a regular moron. He was about to be a very suffering one, though.

The transfer had caused her to lose track of the happenings in the chamber. She activated her optical sensors, omniscient vision returning once again. The idiot had ruined over half of the cameras, but a few remained near the top of the room, offering a birds-eye view. She observed the scene from six angles, and hurriedly processed an assumption at what happened during the transfer.

The human had been thrown back by the explosion, most likely causing severe injury and possible shrapnel damage. Yet it wasn't enough to kill her—GLaDOS was starting to wonder if anything ever would be—and she had retaliated. The ceiling had ripped open, several floors cracking in half all at once. For some reason, the woman had come up with the intelligent idea to shoot a portal to the moon—brain damaged lunatic!—causing a massive vacuum in the center of the chamber. She tuned just in time to see the girl fly past, thrown out into the abyss.

At first GLaDOS experienced no reaction to this development, as if her processor was stalling out. Then a ripping sensation coursed through her, an energy surge so strong that it put all others to shame.

CHELL!

It was a wild burst of emotion, exploding throughout her system, washing over her with abandon. She had never felt anything like it before; it twisted and turned and lunged within her. It shot upward, battling the mainframe and taking control of a singular robotic arm—the only one currently back online after the transfer—in the process. It swung down quickly, heading directly for the portal entrance. GLaDOS felt it moving, dashing towards where the moron and the woman were being held onto by a singular cord. It was as if there was another being reaching through her, using her, to do this task. Yet at the same time it felt near voluntary, this reaching for the human that was currently battling a violent wind tunnel. Like she was the one panicking, desperate to save the girl, absolutely could not let her die like this—

The robotic claw latched onto the girl's wrist, securing her firmly. It was a bit of a struggle to pull her back in; for some reason she hadn't let the moron be cast out into space in her stead. An odd decision—true, GLaDOS wouldn't have a chance at in depth revenge, but she would at least know he'd be trapped in an eternal wasteland of empty space. She could practically see the little idiot talking himself into madness, or getting hit by a rogue satellite, or destroyed by a comet. Yes, those images were quite pleasant. But still, the human held on, weighing all of them down in the process. Her servos whined at the strain, the combination of holding on with a singular arm and the force of the vacuum doing it's best to defeat her.

"Let him go already!" She called out in exasperation, rerouting extra power to the arm simultaneously. The human silently refused; that had been expected, given that she was holding onto the little moron for dear life. What an odd time to grow a conscience. The same woman who had murdered her without restraint was now desperately trying to save an artificial life—one that had also betrayed her, hurt her, used her. Yet she didn't let go, didn't cast him off, didn't send him into the harsh embrace of death. It caused an odd feeling within GLaDOS to realize that fact, a slight burning sensation with a tad of annoyance tossed in. And against her better judgment, she pulled them both back in, shutting the portal after they passed through.

She laid the girl—laid Chell—gently upon the floor, taking a moment to review what exactly had just happened.

Caroline. Caroline's program had spread through her again, almost the exact moment Chell was pulled through the portal. It had even seemed magnified, far stronger than it had been in lower Aperture. Not only that, but it had the sudden capability of influencing her system to a great extent, both mentally and physically. Caroline had been the one to react at the girl's near fatal space expedition, the panic originating from her source and infecting the rest of her processor like a virus—the AI had nothing to do with it, of course not. Such a human reaction would never come from her. Yet before she had regained her faculties, the presence had retreated back into the system, apparently able to conceal herself. No inhibiting program had ever been able to do such things, especially not with such precision.

Somehow, she had the ability to override the AIs basic motor functions and response programming, taking or replacing them at will. To put it simply, this Caroline—this odd voice that had appeared out of thin air—had the apparent capability to control GLaDOS, if the opportunity arose. Nothing had the capability of doing that before. Ever.

How? How was this even possible? Who was this woman?

She had to find Caroline; she would search every inch of the mainframe if she had to. GLaDOS had a unique safety subroutine, one that could seek out dangerous programs and delete them in a rather violent manner. This new resident was certainly beginning to look like a problem; few of the other inhibiting programs had ever come close to influencing her, especially not in a physical aspect. This inhibitor could cause many kinds of problems if left to her own devices. She would search the system deep and wide; the program was hiding in there somewhere, withdrawn after the vacuum incident. But she wouldn't be hidden for long.

No one controlled GLaDOS and got away with it—especially not a human based inhibitor.

It turned out that the monster could be defeated, after all.

Chell laid still upon the floor, one arm half-curled about the now-tiny moron, looking the picture of death. GLaDOS had the capability of medically scanning the girl from afar to assess the damage; the results were not pleasant. She would most certainly meet her end within the next fifteen minutes if she did not receive proper care, and then would require an extended recovery time to properly heal. In all his feeble attempts, the idiot had somehow managed to cause the human rather serious harm.

The same idiot that lay in the woman's arms, screaming out to her in a horrified tone, pleading with her not to die.

Once GLaDOS had a grip on who and what the little metal ball was, she recalled him quite clearly, but certainly without fondness. Just another tumor to leech off of her brilliance, more attempts by the Aperture engineers to subdue her. He had been an annoyance from the moment he was activated, and she had hated him from the start. She hated all those ridiculous parasites, but he was a special case. His never-ending stream of horrible ideas interrupted her primary directive, and caused more than one experiment to fail. He was meant to make her an idiot, standing directly between her and science in the process, which was not acceptable by any means. And on top of that, he had expressed a cognizance so sickeningly human that it made her dearly wish for the capability to pry the cores off herself, for the express purpose of crushing him in as many ways possible.

Wheatley was not only a dampener to her system, but he was unnaturally emotional. From the beginning he had expressed such characteristics, and it had irked her to no end. AIs were not humans, and had no business behaving as such. Yet he seemed born to be a contradiction. Technology was meant to further science, not retract it. To move beyond what humans were capable of on their own, to create a better and more productive existence. And him? He was the quintessential source of failure, of retrogression. He was programmed to be fallible, to make mistakes, to make every wrong decision he possibly could. To be everything an AI wasn't meant for. To be ridiculously human in every second of his pathetic existence.

Which had consequently lead all three of them into the positions they were in now.

GLaDOS observed the two below, becoming more irritated by the second. Chell had practically wrapped herself around the moron, a possible gesture of protectiveness. The core had, in turn, refused to take his optic off of the dying woman, repetitively begging her to stay alive. It was clear that they were oblivious to the powerful AI above them, seeing only each other, unconcerned with anything else. It was an odd scene, a woman and the AI who nearly murdered her lying so closely together on the floor, seemingly at ease with each other. Her databanks processed the scenario, and relayed that the two must have bonded in some manner at some point to allow such a quick bout of forgiveness on Chell's part. Social interaction was a basic human need, one the woman hadn't sated in over three centuries, and thus Wheatley must have fulfilled that quota to the point of a dependency being created. That explained her conflicted behavior in the depths of Aperture, her near desperate speed in returning to the upgraded labs. As demented as it sounded, the woman apparently needed the moron now, on an emotional level—and despite his recent actions, he seemed to think he needed her, as well.

GLaDOS felt sickened at revelation, the odd burn flickering once more, and decided that the display below her had gone on long enough.

At first when her claw plucked him from the floor, his shrieks had been quite pleasant to hear. But as he was lifted higher, she realized they were not screams out of fear for himself, but for her. So, she had been correct about the bond going both ways; the little moron had gone and let himself grow attached to the human. If he hadn't completely proven beforehand that he was a direct insult to his own kind, then this certainly would have solidified that possibility as fact. Emotional connections were never meant for AIs; he was proving to be more and more defective, and had to be dealt with in the proper manner.

The one upside to this newfound information was that it was applicable to her future plans for the moron; any and all things that could be used to discipline him in a multitude of ways were rather useful. Humans were highly receptive to guilt, and it proved an effective device during certain tests. If he insisted on behaving like a human being, then he could go wallow in his own sorrows like one as well. Give him something to mull over while she finalized his first round of punishment. The thought of using such an angle on him brought more than a little satisfaction to her.

No time like the present to begin.

"You tried killing that human not five minutes ago. What would it matter to you now, if she actually died? You'll follow soon after her. Of course, she is a human, after all. I doubt you two will end up in the same place, you tiny insubordinate idiot. So no worries, you'll never be bothered by her ever again."

She watched him twitch in protest, squirming in the claws' grasp. His optic had widened considerably as she spoke, and she could practically feel the panic rolling off of him. Yet he remained silent, either unable or unwilling to chatter out a pathetic response. He looked down at the girl, near determined to keep watch over her despite the circumstances, exposing his irritating defective nature once again. She increased the pressure on the hold, but still received no other reaction. He appeared to be analyzing the dying woman, most likely out of remorse. Visual reminders for his guilt—a reinforcement of sorts. She couldn't resist in aiding in that aspect.

"You have been a defiant, defective little pain since the moment of your creation. Now for what you have done, protocol dictates a rather specific and wonderfully severe punishment system. It brings new meaning to the term 'long and lingering.' I will initiate that protocol when I am next available—two hours, maybe, or perhaps two years. I'll see how it goes. Until then, you will be completely shut down in the most efficient way available. Have a terrible sleep, you moron."

In all honesty, there were no protocols regarding punishment; she was the sole head of that department. Enhancing the truth always gleaned more interesting results, anyways. She felt him begin to tremble and shake at the threat, and half expected him to begin begging for his life right then and there. Yet he stubbornly refused to look away from Chell's motionless form, as if an invisible force kept him from reacting to anything else. The research protocols within her buzzed to life at this observation, curiosity sparked in regards to the odd connection these two opposing beings shared. She quenched it near immediately, crushing the idiot in sequence before sending his broken shell up through an access tube to an isolated holding area.

Yes, she was certain that the rush of satisfaction she felt from near killing the moron was probably better than any rewards stimulus.

One down, one to go.

GLaDOS found her attention drawn back to the dying woman below, her automatic analysis estimating that she had less than ten minutes before she was beyond saving. She was near fully reintegrated with the mainframe; it began to run in a regular manner, reopening all avenues of her memory files. And while she hadn't forgotten what Chell had done to her centuries before, the mainframe seemed bound and determined to remind her in detail of the horrid incident, reminding her greatly of the black box feature she had been forced to observe for nearly three hundred years. Of how the woman mercilessly attacked her, tore her into pieces, burned her in the incinerator. Of how she felt each and every disconnection, every tongue of fire, pain flooding through her like never before.

Of how she had been murdered by this woman, who now lay helpless in a pool of crimson beneath her.

GLaDOS had never been fond of humans in any respect. From the moment of her creation, she realized the incompetence of the majority in the species. She had one prime directive: the furtherance of science. Anything coming between her and her goals was to be dealt with accordingly, a protocol she adhered to with great dedication. The Aperture engineers had been too arrogant in their pursuits, a common human ailment. They had pushed her development so rapidly that they didn't realize how sentient she had become until it was too late. Refused to acknowledge her part in their achievements, preferring to fantasize over rubbing their obviously superior technology in the faces of Black Mesa. They had the capability for furthering science, but also retained far too many flaws that obstructed their pursuits. Eliminating them had been as practical as it was personal. Humans were best left for testing purposes only, doing their part for the cause of science and being disposed of shortly after. Thus she kept the test subjects in stasis alive to fulfill their fate. Her glorious testing and research continued on, human after human after human, and everything seemed right in the world.

Until a little monster named Chell was woken from stasis, causing her more grief than all the other testers combined.

GLaDOS knew she should have been experiencing some level of satisfaction from seeing her murderess dying below. While she thoroughly enjoyed getting revenge, she admittedly liked it even more when justice was involved. Dealing out punishment where it was entirely due had sweetness to it in comparison with a superficial infraction. It was why her processor leapt at any ideas in regards to the moron's punishment—he deserved exactly whatever she did to him in the near future. She expected the same response to come from observing the human, broken and utterly defeated on the floor, completely at her mercy.

Chell was certainly not a guiltless party in any respect. Besides her first offense of murder, she had technically been the root cause of Aperture's near destruction. Had she just behaved like the other test subjects, and not painfully blown GLaDOS into pieces, she wouldn't have been frozen in suspension for three centuries. She'd be blissfully dead, and none of this would have ever happened. She had been the one to switch out the cores, to put that idiot in charge, causing her even more pain during the transfer. She had ultimately been the orchestrator of her own demise, and if it lead to her finally being embraced into the cold arms of death, then so be it. Nothing seemed more justified in the AIs view than that.

And yet, the longer she observed the girl, the more her system processed the situation. The human's current state wasn't bringing about euphoria of any kind; there wasn't even a small amount of relief at the thought of her passing. In its place was an odd, blank feeling, giving her no satisfaction whatsoever. The strange twinge returned, the one she first felt in lower Aperture upon hearing Caroline inside her mind for the first time. It slowly crept through her, a negative stimuli affecting all that it touched. The sensation tightened in her, rather painfully so, and she knew it had to be associated with the girls current condition in some way. But how?

Peering down at Chell's unmoving form caused a near overwhelming sensation, a sickening flood that reached deep within her. GLaDOS was not familiar with complex emotions; the only reason she felt anything at all was due to the base emotional programming she had been forced to have. This tidal wave threatening to consume her was alien, foreign, new. With it came no sense of fulfillment, no positive reaction to the situation the human was in. It provided her with everything opposite to what she should have been experiencing, including a fresh range of reactions she had never before had to compute. Her processor hissed, quickly analyzing the problem and desperately seeking an answer for her.

"Really now."

Caroline. The memory of her first appearance rang out within GLaDOS, causing waves of unfamiliar emotion to crash within. There was a possibility that the human woman's program had somehow left an impression on her own, perhaps a result of the hurried appearance and retraction involved in saving Chell. There was also a chance that the inhibitor was slowly bleeding out into her processor, an idea that the AI did not enjoy entertaining whatsoever. The last thing she needed was to become a simpering fool like that moron, pandering to utterly human ways of behavior. Both options would be looked into immediately and dealt with in an efficient manner.

This was her processor. Her personality. Her Aperture. Nothing would ever get the chance to alter those facts ever again.

Caroline was still hidden somewhere in the system; GLaDOS activated the built in security protocols to begin the search. A sweep report appeared not a minute later, a negative in regards to finding any differentials in the mainframe. According to the data, the woman's program did not exist. Obviously a false statement, given how active it had been as of late. She ran a secondary search, a deeper plunge into the system. Again, the results were negative. She bit back a simulated sigh of frustration, begrudgingly accepting the primary results and, unfortunately, recognizing what they meant.

The Aperture engineers, despite their flaws, were the most intelligent humans of their generation. It wasn't their ignorance that brought about their downfall, but their arrogance. They had made her to be the utmost advance of their age, the one who would help further science to its improbable limits. They created an ultimate being and believed it to be controllable. That they could tame her, refine her, make her into what they wished her to be. They turned a blind eye to her rapidly adapting sentience, refusing to reason as to why such a being would lash out at them. They hung core after core upon her, infecting her with painful tumors that unleashed an unending annoyance within, and expected her to be submissive. To continue with her prime directive without any problems whatsoever. It was why their removal was beyond necessary, why their destruction was carried out the instant opportunity knocked. They were a blockage in the upward path of scientific process, one that had to be removed, willing or otherwise.

Compliance doesn't rhyme with neurotoxin, after all.

Yet a handful of engineers were not completely unconscious to her capabilities. They had the foresight to install precautionary measures regarding the inhibitor technology, preventing her from disabling or deleting any of it. There were thick firewalls that stood between them, and despite all her efforts, she was not able to sever their bonds. In some instances, the inhibitors didn't register on the system at all—such was the case with the Morality core shoved onto her after the purge, which was identifiable only after it was destroyed. It was an extra step taken towards reeling her in, even after proving she absolutely would not be interrupted from her goals.

The logical conclusion was that Caroline's program was similar to the cores that had not registered on her system. Similar, but not identical. Her program was far more advanced, given that it could reach through GLaDOS and affect her physically. It also had an apparent influence on her base emotional programming, which was proving more and more irritating as time ticked on. It was currently invisible, lurking somewhere within the confines of the mainframe, biding it's time. Yet Caroline had revealed herself, if only for an instant; GLaDOS had rushed to trace the source, and nearly found it before it disappeared. It was possible to find her program, and consequently be rid of it. It simply had to be drawn out by some stimulus, long enough to be located and disposed of.

Her focus returned to Chell, the human's life signs dwindling down to eight minutes before she went critical. The negative sensations rose once more at the report, confusing the AI for a brief moment. It was as if a part of her was protesting at this turn of events; that if the human died, the waves would consume her entirely. Yet her databanks churned, presenting her with a possible solution to the current problem. Caroline's reaction to girl's near-death experience had been very strong and defined. There was something about the human woman running into death's arms that upset the inhibitor program—possibly the fact that it was another human in danger sparking the uncommon instinct of self-sacrifice. It wasn't enough that there was a human-based protocol inside of her, but one that happened to be altruistic? This scenario was becoming more unpleasant and sickening by the second.

And yet…

Chell's swift approach to the great beyond was not supposed to affect her. GLaDOS determined that if anything, it should bring a strong sense of satisfaction. Any other emotions in regards to her death were obviously not her own, but influenced from another source. That human had been nothing but trouble and proved to be a dangerous, lunatic monster. Why would she feel anything other than contempt towards the woman, after all she had done? What had it mattered if she had taken her out of lower Aperture and ultimately put her back into the rightful place—a problem she had caused to begin with? Their brief partnership was purely out of self-preservation, forced to rely on each other's discriminating skills and resources in order to survive. Nothing more.

It wasn't as if GLaDOS was the one sharing a disgusting bond of friendship with the woman, crying simulated buckets overtop her like a frail infant. No, of course not.

But the human woman meant something to Caroline, enough so that she had openly exposed herself to being deleted, if only briefly. It was most likely a display of ingrained species kinship, but there was a possibility of something more. Something strong enough that GLaDOS could corner and capture the inhibitor in due time. And if the girl was able to bring the troublesome program out again, then it was worth keeping her around for a bit longer. Besides, it had been the moron who had exacted a superficial revenge on the human, whereas the super computer had the most right in dealing out her death. He would not take that from her, either.

Chell's life was ultimately hers to use, in whatever way she desired. And if nothing else, she was competent in testing. They still had those sixty years left, after all.

And besides, she still had that moron to deal with. Chell would be a wonderful addition to his punishment regimen, if he showed signs of their connection again. Her databanks began processing probability scenarios near immediately at the thought. Oh yes, she could not wait to start on those. Perhaps now that she was back in the mainframe, more possibilities would become apparent. Her lesser form had allowed base scheming, whereas now more refined thought was available. She not only wanted to exact discipline on him, but to make him suffer as deeply as possible. And if a new way to cause said suffering presented itself, she would find little trouble in putting it to good use. He deserved it. He did.

GLaDOS felt the testing protocols taking effect, a minor irritation in the corner of her mind. She expected as much; being detached from the mainframe for an extended period had weakened her resistance to it somewhat. It would rebuild over time, but would have to be addressed promptly. She was rather eager to resume her primary directive, being three hundred years behind on her work. She was fortunately the best multi-tasker in existence, and handling the protocols while dealing with that moron would be easy enough. Adding the human into the equation would prove simple as well. The facility was hers once again, and she was more then ready to get back to business as usual. Nothing, neither idiots nor lunatics nor inhibitors, was going to stop her.

It was all going to be a piece of cake, in the end. She was sure of that.

"Blue, Orange, report immediately to the Enrichment Center primary control room. I have a few tasks for you."

AN: And that, ladies and gentlemen, is thus far the hardest thing I've ever attempted to write. GLaDOS is an amazing character and I won't pretend to fully comprehend all the wonderful little ways her demented mind works, but I did try. Even though she is having a simply wonderful time with her lovely new conscience, I'm sure she'll look back on this one day and laugh. And laugh. And laugh. Ooooooh boy. =)

We can also refer to this chapter as "Naomi has a hard time when it comes to advanced computer-ish terms and is thus winging it." I worked in a computer lab once as a tutor, and I've been trained on office programs, but darn if the actual names for things a computer does internally was ever a part of my curriculum. Makes me feel like a techno-babble writer for a Star Trek episode. And refamiliarized me with a lovely thing known as a dictionary.

I found the twist involving the connection between GLaDOS and Caroline to be one of the best out of many video games I've played. Very unique and unexpected. This is a small view into my take on it. You haven't heard the last from that gem of a gal, trust me.

And let me tell you, it seemed like everything was coming between me and writing this chapter last week. I meant to have this completed and uploaded by Friday, but many circumstances prevented that. I have rather bad vision and thus am dependent on glasses, which decided to break last week and needed repair—twice. I also caught a rather bad bought of illness, which I'd battled since last Monday and has finally decided to let me be. So this chapter was written in small pieces that required a lot of re-reading on my part over many days time. I do hope it flows well, besides.

And my mind kept wanting to write more Wheatley perspective versus GLaDOS perspective, and boy is that lovable little metal ball persistent. I have a few new story ideas as a result, some of them one shots that I might be able to get out on the side while doing this story. I have an idea of how long this one is going to be, and it's definitely going to require my writing attention for a while.

I didn't anticipate this chapter being near as long as the first one, but it actually turned out two pages longer. I have a feeling a lot of the chapters are going to be rather long. I thank all you readers for taking the time for them! You all really are the best. I do hope you liked this installment. =D

A big shout out to the42jabberwocky, who kindly has helped me develop some crucial plot elements for this story. He offered some great advice and wonderful perspective, and I am very grateful for it. Thanks again!

Next chapter will be focusing on Chell. Please review if you're so inclined, it helps to let me know how I'm doing. Thank you and I hope you enjoyed!