GLaDOS hung in her usual spot inside of her chamber. Of course she did, she couldn't move. The AI was working on some new tests when a thought popped into her head. She was the biggest collection of data the world had ever known. She could hold any piece of knowledge her metaphorical heart desired, plus much, much more. She could run programs too. Surely she hadn't used them all. She was certain of it. So she deemed it a wonderful idea to explore said unused programs.

Just as she had begun to flip through them Wheatley rolled in.

"So um... Remember how test chamber 2 used to... uh... not be on fire?" Wheatley mumbled. GLaDOS turned towards the sphere, giving him an angry look. Her optic dilated in frustration. Wheatley backed away nervously. "It... uh... THE SENTRY TURRET DID IT. HIM. NOT ME. WASN'T ME." The core lied. The supercomputer groaned and hung her head.

"I ought to have you incinerated for this." She hissed. "You're just lucky that blue and orange were already finished with that test.". A series of clicks commenced before an audible ding echoed in Her chamber. "There, that's much better. I don't know what you did, but don't do it again or I'll give you a proper punishment." She warned. The ID sphere silently thanked the Heavens for her mercy.

"So... what are you doing there?" Wheatley asked.

"Rummaging through the programs I haven't run yet." GLaDOS explained. "Did you know I have a program for simulating a place humans call 'Hell'?" She asked.

Wheatley knew about Hell. Well, not really. He hadn't been there and likely never would be, seeing as though he was just a machine. Not that he wanted to go there anyway.

"Oh. How strange." The computer commented. "This program is titled by an acronym. MHS is its name.". Wheatley drew near, peaked with interest. "Despite the lunatic murdering my curiosity core, I still long to know what this is used for." GLaDOS told him. The AI hesitated for a moment. Perhaps this wasn't a good idea. Maybe she shouldn't test this out. But of course she couldn't resist the temptation. She was created for testing after all.

With a slight click, something most disturbing occurred. GlaDOS let out an almighty scream, causing Wheatley to draw back in fear. The AI's body hung limp, her optic dimming. One by one the lights illuminating the room went out, enclosing them both in darkness.

"...L-Lady?" The core called softly. Suddenly the room burst into light, a masculine voice erupting from somewhere within her chamber.

"[MOTHERHOOD SIMULATION PROGRAM ACTIVATED]" Announced the voice. The low hum of machinery started up once again as GLaDOS' optic lit up. Wheatley looked around him in confusion.

'What? How can a computer have a baby in her?' he thought to himself. The female AI rose once more, rotating to take in the entire room.

"[CHILD LOCATION IN PROCESS]".

"[SCANNING...SCANNING...]".

"[CHILD LOCATED]". Yellow tinted light showered Wheatley, taking in every aspect of him. There was a brief pause before the light disappeared.

["...CHILD ACCEPTED.]".

GLaDOS' optic rolled as a claw descended from the ceiling. It tore the little core off his management rail harshly, swinging towards Her. The core screamed in terror. Suddenly the previously tight grip she had on him turned to a more gentle one. Her optic blinked, staring at the trembling core.

"Oh, there you are. Are you alright, dear?" GLaDOS asked in an oddly sweet tone. The core within her grasp continued to quake in fear, his optic reduced to a pin prick.

"I-I-I-" Wheatley stammered. The super computer gave a look of worry.

"Is there something the matter? What's scaring you?" She asked. Wheatley wasn't sure if she was just toying with him or if she was genuinely concerned. The AI pulled him closer to her, closing her optic as she softly nuzzled him. "Shhh, It's alright, mommy's here now." She cooed. Wheatley paused.

"...Mommy? What?" Wheatley asked, a clear tone of confusion in his voice. GLaDOS pulled away, looking him over. Smudges and smears of dirt painted his hull, while finger prints covered his handlebars.

"Oh my. You're positively filthy. Here, let me fix that for you." GLaDOS said. A second claw descended, carrying with it a spray bottle of disinfectant. She promptly spritzed Wheatley with the fluids contained in the bottle. "There. Isn't that better?" She asked. Wheatley hesitated then nodded as best he could manage.

"Luv... are... are you okay...?" Wheatley asked softly. GLaDOS leaned in closer.

"Yes? What was that? Speak up, I can't hear you." She commanded. Wheatley imitated the sound of a human clearing its throat.

"I-I asked if you were okay. You're acting... strange." He stated. The AI cocked her head.

"Whatever do you mean?" She asked. Wheatley rolled his optic and sighed.

"I mean... you're acting really...ah.. nice. I don't understand. At all." he said. GLaDOS chuckled softly. A panel popped up off the floor and the claw released Wheatley. He gently landed on the panel, the claw beginning to softly caress his hull.

"Of course I am. I am your mother. And you are my baby." She said. Wheatley paused, perplexed by the sudden accusations of him being GLaDOS' child. He didn't have a mother. She didn't have a child. Even if he did have a mother, it certainly wouldn't be her. She hadn't built him. The scientists did. Besides, he was much too old to be anybody's baby. Perhaps this was the program's purpose after all. Although he wasn't sure what sort of use anybody would have with this.

"Oh. It's time for you to shut down for the day." GLaDOS said, picking Wheatley up again. "Here, let me sing you a lullaby.". A lullaby? Wheatley had certainly never heard GLaDOS sing. He wasn't even aware that she could. Before he could delve any deeper into the thought, she pushed her head against him, bobbing her head up and down in an attempt at rocking him to sleep.

"You are my sunshine

My hard light sunshine.

You make me happy

When deer go astray.

You'll never know dear

How much I love you.

Please don't take my sunshine away."

Wheatley found himself astounded at how beautiful Her singing was, as computerized as it was. He never imagined that kind of sound coming from Her. He didn't know where in the world she had learned this song but it was certainly a grade-A lullaby if he had ever heard one.

"The other night, dear,

As I hung sleeping

I dreamed I held you in my claw.

When I awoke, dear,

I was mistaken

So I hung my head and cried.

You are my sunshine

My hard light sunshine.

You make me happy

When deer go astray.

You'll never know dear

How much I love you.

Please don't take my sunshine away.

Please don't take my sunshine away."

As GLaDOS' song came to a close, the blue sphere could feel himself falling victim to the tune's spell. His shutters fluttered in fatigue as he slowly fell into sleep mode. The supercomputer once again nuzzled him affectionately.

Wheatley thought this whole thing over again. He didn't know how much longer this program would continue to run. Perhaps it would shut itself off eventually. Regardless, this situation was quite overwhelming. Although he had to admit, he liked this GLaDOS much better than the real one. Yes, he could manage like this for a while.

Just before he powered down, Wheatley mumbled these words:

"G'night l... uh... g'night, mum..".