A.N: So instead of working on my project report or studying for my Chemistry test, I was writing this. GLaDOS would be disappointed.

In my mind this is sort of pre-ChellDOS, but you can see it as friendship if you want. Just a random little oneshot that ran through my head. I was most worried about writing GLaDOS, I hope I did her justice.

()()()()()

Aperture Sciences might have been the ultimate innovator in artificial intelligence technology, but they weren't the best in providing sleeping quarters for their employees. Or mute former test subjects who had nowhere else to go.

Chell tossed and turned on her makeshift bed, trying to rearrange the rough decaying lab coats into something resembling a comfortable surface. She had made herself a makeshift bedroom in one of the abandoned offices with anything soft she could find, which wasn't much considering that GLaDOS now ruled and had banished most of the human influence from her kingdom. So she made do with rough lab coats and lumpy chair cushions, curling up under yet more lab coats from the ever-present chill of the laboratories. She hadn't slept well in longer than she could remember.

Even her reluctant friend was starting to notice. When she stumbled into GLaDOS' main chamber the next morning, the AI turned her optic on her for longer than usual. "You look unwell. Am I going to have to find a new test subject? Because that would be a waste of valuable time and resources. There is science to be done, you mute lunatic." The massive AI's words lacked the bite that had once driven Chell to hate and destroy her. Now the insults made her smile and shake her head fondly at GLaDOS.

"No, I'm not sick. I haven't been sleeping well lately." She signed at her friend. GLaDOS made a contemptuous noise.

"Humans. You need so much neural downtime to function on even a minimal level. It's a wonder you've survived even this long." Nevertheless, she bent her robotic head down to her test subject and sort-of-friend and observed her closely. Chell rolled her eyes. "Don't you go into sleep mode for several hours a night?" GLaDOS' optic narrowed. "That's different. It's merely to keep my central processors from overheating. The cooling systems built by those idiot scientists are dreadfully inefficient and I haven't gotten around to redesigning them yet."

"Sure." She signed back with a smile before letting one of her hands rest on GLaDOS' faceplate. The supercomputer bore the touch for a moment before withdrawing her head above Chell's reach.

"Time for testing. The adrenal vapors provided by the Enrichment Center should adequately make up for your lack of REM sleep. Science waits for nothing." Chell sighed and gave the AI a despondent look before trudging off to the elevator.

()()()()()

Though the adrenal vapors kept her going through the long day of testing more portal-related devices, they had worn off by the time Chell returned to GLaDOS' chamber. She practically collapsed under the AI, not caring anything at all for dignity in her exhausted state. It took more energy than it should have to pull herself back into a sitting position and meet GLaDOS' gaze.

"You really are unwell, aren't you." Chell just shrugged, too tired to sign. GLaDOS made a sound that was halfway between irritation and concern- it was amazing how much emotion the scientists had built into her range of vocal expression- and lowered her head to her test subject's level. "You need to find a better way to satisfy your body's incessant need for sleep. You're no good to me like-"

It was then that several alarms abruptly began blaring, and that incredibly irritating automated voice began to speak. "WARNING: Floor panels in GLaDOS chamber malfunctioning. Staff evacuate immediately. Thank you for cooperating with Apeture Science Malfunction Evacuation Protocol." Chell scrambled to her feet and glanced around in a panic, and indeed the panels were shaking dangerously and beginning to fall completely limp. She could see the terrifying depths of Apeture Science beneath her- and she had left her Long Fall Boots near the start of the testing track. A fall from this height would kill her very, very dead.

She needed to escape, but how? The panels on the floor were disappearing by the moment, and the path to the elevator was already more than half gone. It was then that she looked up at GLaDOS, who had drawn to the ceiling in surprise when she heard the alarm. The thoughts clicked together in Chell's head- the AI was attached to the ceiling. No part of her touched the floor. She was big enough and strong enough to hold her weight. So, her solution?

Jump onto the AI's chassis when she swung downwards in worry again.

"OW! What do you think you're doing? GET OFF ME!" The floor panel directly below them promptly collapsed. GLaDOS harrumphed (really, the only description for the sound. Her humanlike vocalizations never failed to amaze Chell.) "Fine then. Could you at least take your foot off of my gyro-stabilizing units? You're making me… dizzy." Chell quickly removed her foot from the important-looking round piece of equipment on GLaDOS' back and managed to settle herself on the relatively flat area behind the AI's "shoulders", just before her chassis curled up to the ceiling.

"Fine. Just sit there. There isn't anything beneath you that your large mass could damage. Just stay still and let me work out this malfunction." The test subject drew her knees up to her chest and relaxed against her friend's chassis. Her heart was still pounding from the sudden adrenaline rush.

She sat still for quite a while, and was just drifting into a tired haze when GLaDOS' voice made her jump. "It seems this malfunction is more severe than I had anticipated. Make yourself comfortable. You may be up there a while." Chell relaxed again, leaning back into the comfortable position she had previously assumed.

She hadn't expected GLaDOS to be so… comfortable… to rest on. There was the soft hum of the AI's processors underneath her, and the chassis radiated heat through the smooth plastic surface, soothing her into a hazy lull. She shifted her weight and leaned her head against the more upright section behind her, letting her eyes drift closed and her body relaxing. Within moments she was fast asleep.

()()()()()

GLaDOS hummed softly to herself as she finally located the bug causing her floor panels to malfunction. A quick rewrite to fix the disorder… and… There. The floor panels were responding again and shifting back into place.

"There. That fixed that. You can get off of my body now."

There was no response from her test subject.

"I repeat- the floor is in no danger of collapsing. You may vacate my chassis in a timely fashion."

When that command again went ignored, she irritatedly pulled up one of the cameras normally left disabled in her chamber. She zoomed in on her subject's face.

"Oh. So you are asleep." She said, lowering the volume of her vocal processors to a level unlikely to wake her, though it seemed her little annoyance could sleep through anything- she had test footage from the days before her hiatus of her sleeping in a protected alcove while a turret jabbered on incessantly not ten feet from her head.

The AI sighed softly. "Fine then. Sleep well, cara mia." A pair of spare wires extended to wind around her test subject, anchoring her to the chassis, and GLaDOS began to hum the melody to a lullaby that floated up from Caroline's side of her brain. She had other tests she could run for the moment.