[Author's Note: Like the description says, this is a testing/solution euphoria denial fic. Alternatively, it's just straight up orgasm denial, depending on how you read Wheatley's reactions during chapter 8. Fair warning that some of this gets a little… intense for Wheatley, and also warning for blatant sexual themes and nudity/sexuality, if the "M" rating wasn't clear enough, there.

Also—this is AU in the sense that there is no looming reactor core explosion. This fic was inspired by a myriad of portalkink "test denial" fills, as well as how much my laptop lags while playing Portal 2. You'd think testing wouldn't be so hard on a CPU, but—well… you'll see.]




Chell's return to "Wheatley Laboratories" had been full of many not-so-pleasant surprises. Namely, the knowledge that the mainframe she'd plugged tiny little Wheatley into had testing urges actually programmed into the god damned thing—she hadn't foreseen his power trip, and she DEFINITELY hadn't expected him to want to test her.

"The itch" was to blame, she knew. He had made that very clear to her, when describing how "good" it felt for him to have tests solved by her. His enthusiasm was almost innocent in how he had led her into that first test, with an optic bouncing in and anticipation, so full of self-satisfaction and excitement at the fact that the test had been made by him.

He was proud. Wheatley had been proud and excitable and chattery enough for it to seem like nothing had ever happened, like he had never turned against her and tried to punch her down the pit. Those uplifting parts of his persona stood out to her, bright even through the power-hunger, the happy babble feeling like jagged, irregular shocks to the heart as she'd made her way through those first few tests.

She wasn't sure how she'd felt about his reactions to the solutions, at first. It was... unexpected, something well past just simple relief from the itch, something nearly perverse—or maybe it only sounded that way to her because of Wheatley's obvious lack of—ah—subtlety.

Either way, it was something that should not have drawn out the sensations from her body it had drawn out; her heartbeat, which normally maintained a steady, lockstep rhythm throughout the testing chambers, rose; a hot flush spread across her cheeks to her ears and down her neck; and a weakness she had not felt before shot down her legs straight into her knees, producing a slight tremor.

The first time it had happened, she'd felt betrayed by these physical reactions, and damn near as ready to resist them as she was ready to resist him. The mere fact that it was him, his fault that she felt this way, angered her—no residual empathy had been left over from before he had betrayed her, so why was her body telling a different story?

It was true that Chell had had a lot of feelings about the little sphere up until that point. He was... cute, in an idiotic, never quiet sort of way. However, she could have found any other core just as cute if it had shared those quirks, it was not a matter of him having a clearly masculine voice—or, she had believed wasn't, until he had moaned so blissfully at her button pushing. Add in the nearly innocent neediness and longing stares he'd given her as she proceeded through each test, and it was no wonder Chell found it hard to concentrate…

She'd never had this problem with GLaDOS—GLaDOS had watched her discretely from cameras mounted high upon the walls, staring down with glowing, red eyes. That in itself had been unsettling enough, as had the sleek, cold roboticness of her voice, its tones far more distorted than Wheatley's, somehow even more recorded-sounding than Cave Johnson himself.

But Wheatley? He had set monstrous screens inside of every chamber to leer at her from and show off. Really, they were huge, and often placed precisely where she'd had to look—there was nothing more unsettling than trying to solve a test with him leaning in, staring, clearly enjoying himself as he fidgeted and waited for her to press the button to finish the test.

His babbling throughout the chambers only made things worse for Chell. She tried to forget about him, breathing in deeply before exhaling slowly, focusing one-hundred percent on the test as if it could help silence the cheerfully needy male voice coming through all of the speakers at once. Currently, those tactics were in play, with a bonus: she was trying to absorb herself wholly within the blue, oddly fluid muteness of an excursion funnel, as if doing so would drown out his voice.

As surprisingly quiet as it was, she could still hear it. "You're mine, luv," Wheatley cooed from his monitor at the head of the chamber, just as Chell watched a final, broken tile attached to the chamber floor float past beneath her through the blue hue of the funnel. She stared down into the bottomless pit, internally regretful that there were no weak spots, no hanging, distant portions of catwalks traversing the space to fall onto to begin her escape. "All mine…" Wheatley sighed from behind. "All wrapped in that funnel, there. Wonderfully, perfectly… ah, mine. As it is effectively attached to me. Just another part of tiny little Wheatley... who is obviously not so tiny anymore. You can see it through this screen, here. I'm huge!" He wiggled enthusiastically with a stupider, more gleeful expression on his face than she could ever have imagined.

Chell dropped from the funnel and landed on the ground with a slight clack, glancing back into the pit wistfully. "You might say this," Wheatley's voice was being broadcasted to her through speakers located on this end of the chamber, too, "That this entire place is part of me! Yep. I can feel you, there, luv—sort of tickles a bit, you could say, get a sort of small twinge of that feeling, when you solve a little more of the test. Probably's just a signal to show that you're on the right track." Chell saw Wheatley nod out of the corner of her eye. She was still trying not to listen—the quiet ffffop of an opening portal flicked briefly over his voice as she repositioned the funnel. "So, there you go. Bam. Part of me. And you're going to solve me, aren't you, luv?" Wheatley ignored the peal of the button being pressed, and Chell frowned as the cube completely missed the funnel and disappeared into the pit. She then angled the funnel in a different position instead.

"Go ahead, now, there's no rush," coaxed Wheatley. "Well—there is a bit of a rush, if I'm honest, I mean of course there is, as the itch gets positively tremendous the longer I have to wait, but… take your time, if you absolutely must. If you are totally, one-hundred percent stumped, I understand… it is a hard one, this."

He grinned, stupidly proud of himself. Chell kicked the lip of the button's pedestal in frustration. It was annoying—she was trying to quell the sensations his enthusiasm for testing brought out in her, but he was making it very hard for her when he pointed things like this out—she didn't need reminding of the extreme, effortless control he held over the facility. She didn't want to think about how everything was connected to him, including the floor panels beneath her long fall boots, the girth of the pedestal button before her, and the neat little line of aquamarine dots connecting to it that would flash bright yellow when she pressed it. She didn't need reminding of these things; and worse, there was the fact that he had set her this task solely to receive pleasure from it.

She let her hand ghost over the top of the pedestal button, cheeks burning a little more than they should have been. Her fingertip traced its uniform creases lazily. Could Wheatley feel even that, she wondered? She glanced warily at his screen.

Wheatley had always been a twitchy little robot, but there was no mistaking the subtle shiver in his casings as they opened slightly. "Hey…" he whined as his top shutter dropped in annoyance, "Look. I know I said take your time. I know I said that, but no teasing, okay? We both know you can solve it faster than this."

His optic was a pinprick. Chell stopped touching the button immediately—dropping her hand as if he'd caught her doing something dirty—but a second later she relaxed and pressed the switch, nodding with a deep breath.

The aquamarine dots flashed golden yellow, and a cube dropped straight into the funnel. Chell maneuvered them both with professional ease, finally sweeping the chittering little cube-creature into the gravity-free pocket of the energy manipulator. Back at the other end of the chamber, Wheatley's optic dilated back into happy neutrality.

"Oo, clever, luv." Wheatley might not have had lips, but Chell could hear the smile in his voice. "That's right. Now you're getting it, just look at you!"

While he babbled away, Chell worked—she brought the funnel up, so close to the ceiling that the top reaches of the funnel had disappeared against it, giving it an almost semicircular shape. Next, she grabbed the cube, and positioned her left toe at the base of the aerial faith plate—standard faith plate-flinging procedure—and stamped down on the catapult, hard, with her right foot. She arced over the bottomless pit gracefully, flung so high that the top of her pony brushed against the dirty panels overhead.

The funnel absorbed both her body and the shock of would-be impact, contrasting with the high-speed action of the last few seconds with its lazy, muted current. Through this, Wheatley sounded muffled (almost as muffled as he might have sounded if she had been submerged in water, she supposed, although she had no memory of such an experience if it had ever happened to her—save for the loud, splashy drips of it she'd accidentally gotten soaked with during her adventures in the basement of the facility).

Only once she'd jumped out, and landed on the correct side of the chamber with a springy, elastic ricochet from her heelsprings, did the agitation in Wheatley's words fully catch her attention.

"…been that long since the last test already? I mean honestly, it's crazy, you would think that it would give me a bloody break, wouldn't you? That the solution would leave it feeling nicely scratched, right? But no, no, it doesn't! I mean, not that it doesn't feel bloody amazing at first, aha, oh—" he rolled his eye, the normally smooth motion of it broken by his chuckle, "—but then that fades, and the itch never really leaves, you know? And I think it's getting worse, too!"

His optic bobbed with one last chuckle before he straightened, and Chell felt a smile tug at the sides of her face. Apparently, waiting on the brink of finishing a test was drawing the itch to the forefront of his circuits. She could see it in the way he moved. The usual, subtle breathing motion he made with his face was broken by the occasional tremor, as if he were trying to shove her onward himself. She watched him for a minute, her teeth partially exposed from the devilishly curious half-smile still playing about her lips—she was wondering what it must feel like for him. The itch; the scratch; and last but most importantly, how it must feel for him, being completely powerless in her hands like this. He lacked control over her, whether he knew it or not—there was no way he could ever make her solve the test. Yes, Chell thought—she could tease him, piece together every bit of the test tortuously slow—there was nothing stopping her. She was even sure that she could come up with something even more monstrous if she tried—she just wasn't sure if she wanted to push Wheatley that far or not.

It was true that on one hand, he deserved it. Did he ever deserve it. And, plus…

A small part of her brain—the part that had registered at their first meeting that Wheatley's voice and personality were strangely attractive for a computer—wanted to see his reaction to the test solving. That part, that small, little portion enjoyed it, enjoyed using the power she had to press the switch with and liked giving him the pleasure he needed.

Chell looked up at the screen and dropped the cube on the ground. "Ello!" Wheatley beamed, his optic flicking between the newly acquired cube she held with the energy manipulator and her face. "Nice to see you over here, finally. Finally over here. With that cube. Brilliant."

Chell frowned. But what if making him wait for the scratch didn't just draw out the itch—what if it made the reward stronger, too?

It was true that in the last chamber, Wheatley hadn't moaned as loudly. She had thought, at the time, that maybe it was because She had tricked him into shocking himself, twice—maybe the jolt of pain had numbed him against the solution euphoria, somehow. Maybe it would come back—Wheatley seemed certain it would—but did she really want to take that chance?

Already, she could see Wheatley's self-restraint cracking. His complete lack of patience could work to her advantage—his optic smile had vanished and his twitch had gotten worse, yet Chell had barely even got started testing him!

Yes, it was time Chell gave him a little dose of his own medicine and did a little testing of her own, on him. Testing the limits of the reward system could be fun—and maybe, if she pushed Wheatley the right way and made him suffer for long enough, he'd agree to let her go if she solved it!

And anyways, who knew… maybe it couldbe fun!

"Nnnngh," groaned Wheatley quietly, his optic narrowing as he growled. "Don't want to rush you, but could you—you know, get on with it, luv? And ah, press the… press the bahutton," he coughed comically. "Yeah, the bu-uhmtton. With the cube, there. Yeah, that's- that'd be much better, if you did that. Just throwing that out there."

Especially if he kept on babbling like that.

Chell looked at him with an unreadable expression before beginning to circle, skirting the chamber's walls, as if she were indecisive or having some trouble with solving the test. She admired the excursion funnel above her head, and shot an experimental portal at the panel opposite the button, creating two crisscrossing currents of blue.

The beam rotated slowly, the cycling motion of it perfectly mirroring the speed at which it would press her cube right into his button. Eventually, if she dawdled for long enough, Wheatley would figure out what she was doing and then it wouldn't be as much fun—she might as well admit that she knew the answer and solve the chamber if that happened.

But, if she could somehow make it look like she were solving the test without actually doing so—especially if Chell could figure out a way to get that button nicely pressed without solving the test—it would drive Wheatley right up the wall, she'd bet.

Now, how to do just that…

Back near the middle of the room, the cube chittered loudly. With a small grin at Wheatley's impatient twitching and whine of "you're drawing it out, luv!" Chell approached the monstrosity and looked down.

Its red eyes glared back, pupils dilating and contracting at random, obviously broken. She felt bad for the things, really—but a bit better from the notion that she was about to get their creator back for all the pain he had caused not only them, but everyone.

She wiggled the fingers resting inside of the gun experimentally, before slipping its bulk from her wrist. It felt so wrong, not to wear it—but, after all, she was taking it off for science…

Chell rested the portal gun against the cube's side and sat down on the chittering creature cautiously, trying to ignore the way a ridge of its casing protruded somewhat, putting pressure on the area of the jumpsuit just between her legs. She felt a bit warmer than usual, there—the feeling had not yet grown to the aching, burning need she'd felt flashes of at the conclusion of the past tests, but the current sensation of pulsing warmth was enough to make the next part of what she was about to do more pleasurable than it should have been. She crossed her arms and legs and stared at the screen. How quickly would Wheatley get the message that he didn't deserve to have her solve his tests?

He fidgeted a little and blinked in frustration, as if the sight of her sitting there had him just itching to yell. "Come on, you," he coaxed, tilting his face to one side with a nod. "Get up. This isn't like a break chamber, luv. This is a test chamber, and you need to pick up that portal device, okay? And then I need you to… to solve it. Understand, yeah…?" his sentence dissolved into silence as Chell leaned back, stretching. His stare intensified to the point where she felt herself flush again.

"Y-you..." Wheatley sounded distracted. It was like he was struggling to find the words he wanted to say, for once. "You have to… to solve it. Otherwise… you can't to go on ahead to the next one. You know that…"

He blinked again and tilted further, both curious and very confused. His optic had settled somewhere around her chest, and surprisingly, Chell found that she didn't mind the idea of the little sphere staring so obviously at the shape of her breasts beneath the tightness of her tank top and undershirt. Her lips twitched as she stretched further, easing all of her weight onto her arms and arching her back gracefully, her chin tilting upward. Her spine clicked satisfyingly; through heavy eyelids Chell gave Wheatley a challenging half-smile and saw his eye—still aimed somewhere around her chest—widen, and his casings compact tightly in surprise. She grinned fully in spite of herself, letting her right hand ghost over the soft curve just beneath the side of the Aperture logo on her shirt, her thumb circling the hidden, sensitive tip before touching the other side.

"Um…" Wheatley blinked rapidly, shifting with awkward enthusiasm on the monitor before shrinking inside of his casings, unable to look away from her hand. "Well, that's… I…"

They hardened a little under her lightest touches, and coupled with the look on Wheatley's face a shiver of warmth chased through her body. It felt nice… she could almost let herself relax and drift off in simple pleasure, but there was still work to do.

"…don't know what you're, ah… doing, there…" Wheatley shook his face back and forth, as if trying to clear his head. "But I know it's not testing, so if you could please—? Go on? For me?"

She didn't move except to lower her hand, down to the hem where her underarmor met her jumpsuit pants. She fiddled with the knot around her waist, loosening it, never taking her fierce eyes—full of a sparkling, diamond-like thrill—off of his screen.

Wheatley gasped lowly in disbelief, almost recoiling against her stare before he recovered. "No? But I—well…" he looked around nervously before cooing, "Remember when we were friends?"

Chell bit her lip, remembering unwillingly. She thought back to the small sphere she had been acquainted with what felt like ages ago, in that dirty, derelict old room; bitter regret swelled inside of her throat at the thought. If only she had made a better attempt to dissuade him from transferring himself into the chassis, then maybe… somehow… they would have survived to see the world's surface—together.

"I do." Wheatley's voice was quiet, but it brought Chell back to the present immediately—here, where her only friend had been reduced to a monster (albeit a cute one), huge and omnipotent and driven by need. "I remember that. I remember it all the time—you and I, good old chums, and not enemies, on our way to escape together. Yes. That was fun, back then."

His voice had been filled with what sounded like genuine nostalgia—so it wasn't only her who deeply missed what could have been. Or so she believed, until a moment later, when Wheatley's voice had changed.

"But 'ere we are, in the present, and you are being really difficult." He was suddenly strained and frustrated, and Chell felt a twinge in her chest at the change; one that sent a prickly shock down her spine. Wheatley shook himself back and forth, his face showing displeasure. "Honestly, it's crazy! I thought you'd understand, thought you'd listen to me, if I'm honest. Thought you wanted to help old Wheatley, just like back then. Instead of sitting there, doing absolutely nothing. While I'm over here, needing you to finish. Waiting and needing it sooolllvveeeddd, luv, just finish the test…"

The impatience he felt at Chell's obvious lack of concern for his test's solution had momentarily coaxed a full-fledged whine from him. He broke off as Chell stood up abruptly, his iris dilating back into its usual wide-eyed and curious tri-tone blue.


She'd done enough showing off for him—clearly, even though her breasts had held Wheatley's attention for a little while, the testing was still the number one thing on his mind, and she planned on taking full advantage of that. Wiggling a little, Chell slipped the tied jumpsuit top from around her waist and turned, putting her back to the screen.

She let a devilish smile spread fully across her face as she slipped her white Aperture tee over her breasts and up over her head, fully exposing the light blue shirt underneath. "Ah!" cried Wheatley from behind, and a dull, but not unpleasant flush bloomed in her cheeks and neck as she heard him straining to see to no avail. In front of her, a couple of panels tried to lift themselves up to peer at her with their expressionless, azure eyes, but their robotic arms had been pinned and broken by Wheatley when he'd smashed the posterior end of the room into the main chamber.

"Nnnnngh," muttered Wheatley, more to himself than to her. "Can't… can't see… Can you—?"

A little huff of laughter shook her shoulders at the unfinished question. Grinning fully, Chell gripped the sides of the blue undershirt and worked its hem up from beneath her underarmor. She then flung it up over her head and off, shivering a little at the feeling of cool air meeting her sensitive, superheated skin.

The sounds of Wheatley straining to see grew even more persistent at the sight of her back—bare, save for the skin-colored sports bra still hugging her gently around her chest. Panels shivered and whined, as did the machine arms holding up his monitor as he readjusted it, endlessly craning to see exactly what she was doing.

More desperate and surprised sounds came from him in the form of little, high-pitched words like "Ah!" and "But—!" before Wheatley burst into a frantic, slightly squeaky panic. "Ah no, no, no! Wait! Wait, please, what are you doing? Turn around, please, I want to see! Come on, come on, I want to see that!"

Using her body to shield what she was doing from his sight, Chell gathered up her discarded items and kneeled beside the cube. She had decided that she would go along with the idea from earlier, even if it was not the most foolproof—there was the chance that she'd been wrong in her assumptions and that things like bunches of fabric wouldn't stand in the way of the test being solved. There were other problems in her mind, too, but the fact was that there simply wasn't a better, plausible way for her to make the test appear to be solved when it wasn't.

Working with careful, steady hands, she began to tie the jumpsuit top to the wire frame of the cube securely, taking care not to upset the poor creatures any more than they already had been. She petted each head and finished off the knots, creating a makeshift pouch where she could tuck the remaining clothing in behind. The result was for one side of the cube to be almost entirely blocked off by a three-inch pad of tightly bunched together fabric.

"Admiring that, are you?" Wheatley's voice floated over her shoulder; loud, as if he had just noticed that she had been ignoring him in favor of his creations, and he was unbearably proud of them. "That's mine. I made that. Made those to solve the tests… for when you weren't around, that was," he laughed, not truly amused. "Having you is so much better than boxes-with-legs though, if I'm honest. Yes. You're much faster… smarter, too, get the tests done right… well, when you cooperate, that is…"

He sounded incredibly bitter, which made Chell secretly very happy as she straightened and retrieved the portal device.

You're my one chance to get out of here, she thought sadly as she stared down at the cube. It chittered in reply, it's 'voice' muffled through the fabric. If, after all of her hard work, the test simply solved and Wheatley received his euphoria… well, she might never break out of the testing tracks without outside help!

Chell turned around. The first thing she saw was Wheatley—the look on his face was a pained smile, which instantly changed to one of complete, pleasant surprise as his optic darted occasionally down to her chest. She felt warmth creep back up her neck and spread across her cheeks as she shifted the weight of the portal device in her hands, holding her magnificent posture unabashedly.

"Oo, you're starting now, aren't you?" He cooed, sounding excited but forceful, almost demanding. Chell's only reply was to sweep the cube up into the energy manipulator and give him a short, curt nod, choosing to ignore the way his pupil only left her front to stare at the cube instead. "Thank you, great, that's great…"


"Yes. Yes. Ooooh." Wheatley wiggled excitedly. "Ooh, brilliant luv, you have no idea how hard it's been, waiting for this…"

He squirmed again, babbling endlessly while she worked. Chell set the cube down carefully, precisely in the correct position on the chamber floor—not on top of the sleek, smooth black stripes of non-portalble panels, but resting just over the uniformly grey, portalble ones. Then, Chell steadied the gun and took aim at the space above and below the exit platform, and fired two portals respectively, her heart rate slowing back down into that familiar, lockstep rhythm that accompanied the triumph and excitement that only feigning the conclusion of a test could bring.

"It's almost over now, almost done," he nodded enthusiastically. Wheatley's optic was heavy-lidded on the monitor, his voice growing increasingly husky, yet still too full of excitement to sound entirely relaxed and languid. "So close. Just a little longer, yeah, little portal over there, that's perfect," he directed, "And go on, then—up to that platform, just like that. Aaaand, yes—nicely done, now let's see what you can do, luv! Finish it, please!"

The tick of her heelsprings knocking against the platform's metal grate with each step was lost amid his voice and the distant, repetitive clickclickclick of the excursion funnel. Chell's hands began to sweat—out of the corner of her eye, she could see Wheatley looking at her, his eye looking startlingly, almost blindingly blue this close to. Maybe that was partly why his stare affected her so much more than GLaDOS's had, she thought as she took aim at the cube—Wheatley's eye was beautiful, there was no denying it.

Wheatley was surprisingly quiet as she popped a portal beneath the cube. Together, they watched it drift up, and up—she breathed in deeply, filling her lungs properly, the excited flutter of her heart beginning to thump firmly inside of her chest.

A corner of the cube scraped gently against the chamber ceiling. Beside her, Wheatley twitched, uncomfortably tense. A strained, almost pitiful little whine escaped from him at the sight of the almost-finished test.

Chell exhaled. It was now or never.

She took aim and fired at the square panel directly opposite the button. Fffffop.

"Ohhhh," Wheatley groaned instantly, sounding almost lazy and laid-back as the cube made its way through the portal toward the button. "Here we go… Heeeere it comes. Finally…"

Chell was just as restless as he was. Either that little knot of fabric was about to hit the button first and would refuse to unravel, keeping Wheatley wound just as tightly from the itch and hovering on the very edge of the solution, or the test would solve and Wheatley was about to receive his most anticipated (and biggest, hoped the small, secret portion of Chell's brain) burst of solution euphoria yet. She had no way of knowing which would happen, but there was a five-in-six chance that all of her hard work would go to waste and the test would finish now.

She swallowed hard, both nervousness and excitement pooling in her belly along with the warm flush that hadn't left since she'd stood up in front of him, wearing only her bra. Wheatley's obvious expectation that the test would solve along with the five-in-six probability of the test actually solving did not help to quell the needy feelings—in fact, it made them worse, much, much worse.

So she tried to ignore them for now, watching, breathing, and waiting with tingling nerves, while Wheatley fidgeted in similar anticipation, anxious for the jolt of pleasure to hit. Above them, the hum of the excursion funnel increased to a full-on whine, clicking away frantically as the cube approached the button, finally compressing it with a soft, prolonged click.

"Auuuughh." The sound he made was a breathlessly relieved sigh as his optic slid closed. "Ye—" He broke off, confused, eye flying back open to reveal a tiny pinprick for an optic, darting upward in his shell to stare at what he could see of the button. "Hold on. What—?"

The tight little knot of fabric had stopped the cube about 3 inches away from the button. The clothing had compressed it without activating it, and the test hadn't counted as solved—Wheatley would need the surface of the cube to press the button, free of the knot of cloth, if he wanted to receive his solution euphoria. Chell tried to keep her face deadpan and free of laughter or any hint of a blush, but it was a hard thing to manage.

"What's that, what's happening?" Wheatley's voice still hadn't lost the absolutely relaxed and heavy quality that came along with the so-called imminent euphoria. He squirmed a little more, waiting in anticipation, strung tight before his drawl automatically transformed into a pained groan as the lack of expected stimulus set in and he realized that the test wasn't about to solve any time soon. "Nnnnnngh!" he shouted in frustration, spreading his plates wide as his eye popped out as far as it would go. "Oh, you! WHAT'VE YOU—? ARE YOU MAD?" He was almost screaming in desperation, absolutely panicked. "ARE YOU—OH, I DONT BELIEVE IT! ARE YOU HAVING A LAUGH?"

Oooh, that was really nice, she thought, her pupils dilating slightly as the rush of adrenaline from leaving the test so maddeningly close rushed through her veins. She'd guessed that he'd have a strong reaction to being played with like this, but this was fantastic—the echoes of his angry, panicked shouts died away and were replaced with a slew of many smaller, desperate sounds, each feeding Chell's thrill of power and adrenaline.

"Oh, come... come on... ghhhk... just... push... the... bloody... nnngh, cube! Push the button! Put that cube right on it! Please!I'm asking politely—PUSH THE BLOODY BUTTON!"

His voice was loud, filling the chamber, shaking dirt off the ceiling and making the hairs on the back of her neck stand up. She could feel how erect her nipples were, poking through the front of her sports bra as she dared to move from beside the exit door to stand in front of his monitor instead.

"Oho!" he half-sobbed, sounding wounded. "Nnngh! Please, I'm being nice! I'll be good, I swear! It just—AUUUUGH, it feels so bloody good when you do it! Please! I need it, I absolutely need it, you're the only one who can end this!"

Wheatley moaned desperately again, his tiny iris bouncing between the excursion funnel, the cube, and her narrowed eyes frantically. "Ooooh! You're right there, come on! Seriously! I would do it for you…"

Chell saw Wheatley's plates suddenly puff up with enthusiasm, and the frantic, wild twitching and looking around slowed down enough that he actually smiled at her almost smugly, as if he thought he'd finally found a tactic that she couldn't ignore. "If you were in this position," he began, the panic in his voice subsiding with self-satisfaction, "Patiently waiting just like I have been, for me to find the bloody answer and finish it for you, I would have already pressed the button."

Chell shifted, frowning, staring down at him in disdain. And? she thought to herself. Why should she care?

Wheatley's top shutter dropped down on the monitor before he hissed dangerously, his West Country drawl as smooth and thick as ice cream. "Solved it," he purred with relish. "As well as I bloody well could. Oo, imagine that…" his optic travelled slowly down her body before moving back up to her face, "You, in my position, maybe even with me down in there instead, eh? Hook you up to this big old mean body of mine, this facility, feed you the itch, so that you know what it feels like."

He wiggled, pleased with himself. Chell cocked an eyebrow at him.

"And you would love it. He'd make sure of that, you know, the itch, he would—yeah, best you don't fight him, luv. Just let him work his way inside until you can hardly bloody stand it—absolutely maddening, that—and watch while I solve it—"

That was enough. Chell had had enough of it. Like lightning, a portal was shot carelessly to one side, and the cube fell to the platform with a thunderous crash.

That was it. Did that little moron seriously think he was going to get her to do as he wanted by expressing the wish she be plugged into the chassis and fed the itch? He had to be crazy. He had to be mental. Chell grit her teeth, biting back a growl, re-engaged the energy manipulator on the cube and jumped down from the platform.

"Wait!" she heard Wheatley call from behind. "Where are you going?!"

Chell kneeled beside the cube on the floor again, straining to untie the knots of clothing from around it with lightly trembling hands. She couldn't decide what she'd like better—to torment him ruthlessly until he broke down, or to cave into him and give him what he wanted most.

It was hard. She was mad, and the anger worked alongside the mix of adrenaline and arousal in her body to form a heady concoction and haze that was difficult to think through. She'd never felt so hot, damn near feverish—and just when she'd gotten the cube free of her clothes she ripped her bra off as well, delighting in the surprised "Oh!" that echoed through the chamber.

Her face burned. Her neck was on fire and her heart was beating fast, pumping more anger and adrenaline through her veins. Her skin shone sleek with sweat, and with a deep breath—the most calming one she could muster—she swept the loose strands of hair that had escaped from her pony back over her head.

So, Wheatley wanted to play, did he? He wanted to solve her tests? He wanted to satisfy her itch?

Well… he could start by satisfying her itch for revenge.


Wheatley followed her every move intently, his iris zoomed all the way in, filling the screen with his aquamarine pupil. Chell had left her jumpsuit top, tank top, undershirt and bra on the floor in a heap, and was traversing the chamber floor with the cube in hand, playing ignorant to Wheatley's constant stream of comments on her progress.

"You know, this may come as a surprise to you—" Was it just her imagination, or was he talking even more than usual? "Aha, as it was my job once, to look after all the humans in this place—but I didn't actually know why you wear those things, those, ah—clothes, until just now. Previously,I had thought it was to look stylish, if I'm honest—thought all you test subjects wanted to look dapper, all dressed up fancy in the same way for some reason—bit boring, if you ask me, the color orange. As well as everyone looking the same, all the time. But I suppose you all do it for a reason, right? Vital safety protocols, or something. Still, though—a bit of accessorizing never hurt anybody… so that's an idea, there. Accessorizing. A little more original. Could have tried that."

Chell huffed in silent exasperation. Somehow, drawing out the test like this was making Wheatley even stupider. She wondered why—if he had been human, and if he had had a certain male organ that would have possibly made the little blood he had drain from his impossibly small brain down to his groin, she would have understood it—but as it was, there was no real reason for the spike in idiocy.

It was frustrating. Frustrating, because it was distracting, listening to him babble on like that, endlessly… it was distractingly cute.

"But this… this look is much better on you," Wheatley grinned innocently from his screen. "Seeing you like this. Very, ah, nice. And here's an idea, here's an idea, the last thing I'm gonna say on the matter: you should seriously consider wearing this all the time. Suits you much more than that other look, luv. This one's unbelievably trendy. Seriously. I can't stop looking."

She huffed again, but this time with a small smile on her face. So, she wasn't the only one distracted—Wheatley did tend to babble more frequently when he felt nervous or excited, and clearly he was interested beyond mere science in seeing her bare chest like this. She didn't mind either; in fact, part of her felt glad that he was enjoying it. It would undoubtedly make this next part of the test even more fun for her…

The excursion funnel swallowed her up, bathing her bare skin in bright blue. Chell felt the sticky strands of the hair plastered to her forehead peel away, the lack of gravity oddly calming and soothing against her overheated, aching body. Quietly, she could hear Wheatley still babbling away, however muffled.

"Ohh, my. Look at you, just look! That's lovely. A lovely shade of blue." Even through the whisper of the funnel, she could hear the smile in his voice. On the monitor, Wheatley nodded reassuringly. "Wonderful. You look great."

Chell's lips twitched with a flash of amusement before her face reset back into super-concentration mode, a slight crease forming between her eyebrows. The chamber floor grew further away as she floated up alongside the cube, until the back of her head hit the ceiling with a light bump; Chell raised her free hand to press against it to keep her neck free of re-aimed the portal device, and fired once—a speeding shot of electric orange bolted through the air and clung to the square panel just opposite the button with an echoing fffffop. The loss of the gravity beam sent her into an immediate, brief freefall before she sunk back into it a few feet below, relishing the muffled muteness once more.

Wheatley was still babbling; she could hear him even over the muteness and she had a nice view of his screen down below. She didn't care to look at him just now, however—with zero time to waste, Chell locked the gravity field back onto the turret-cube and braced herself for impact with the button.

"Ooh, yes!" he was cheering, his voice a never-ending stream of enthusiasm. "Yes, yes, yes—you've almost got it, aaaalmost got it, now haven't you, you clever, clever girl! You're going to be good to me this time, aren't you… so bloody good, I bet… you're going to make this feel absolutely tremendous… finally. About bloody well time you solved it! Seriously, was getting tired of waiting…"

She would get to it first. In front of her, the super-colliding button seemed to grow larger, the burning red glow radiating from it reflecting against her face and chest.

"Ahhhh," said Wheatley with an excited wiggle, his eye locked on the sight of her topless in the funnel. "Ohhhohohoh, yeah! Heeeere we go. This time…" Chell felt a shiver chase itself up her spine as she saw him lean in out of the corner of her eye, expectant, staring straight at her breasts, his optic narrowing to a slit. "Don't want to build it up too much… buuuut, yes, I think this one's gonna be good, I can tell…"

Chell felt the moderately cool surface of the button press gently against her chest, immediately hardening her nipples and sending another shiver up her spine. The button activated, creating a flash of bright yellow to her right—but minus physical contact with the cube, the circuit couldn't close and the test couldn't solve. Chell held the cube up, away from the button, allowing the full strength of the beam to press her into its smooth surface.

Wheatley was clearly still tense and aching. She could hear him muttering, sounding breathless and husky once more. "Come on…" she thought she could detect a trace of annoyance beneath the feverish desperation, but if he had realized that she'd cheated him out of the solution the second time around, he didn't yet show it. "Oh, just hit me with it already…"

Chell shifted against the button, grinning, and Wheatley's pleas dissolved into a shout of frustration.

"Gyyaaa—auuuuughhhh!" he positively gasped, shuddering desperately under the influence of the build-up and lack of release yet again. "Auuuuugh!" he panted wildly, his voice gone ragged, "Y-you—! God, oh—nnngh—you can't—gyahh—do this to me, I can't—!"

She could almost imagine him up in his lair, darting around frantically from screen to screen, crazy to make her press the button-or worse, thought Chell wickedly, maybe he can feel me with these buttons…

There was something about the thought of having such an adorably dim british robot staring straight at her bare back, simultaneously capable of experiencing the sensation of having her breasts pressed right up against the part of him he wanted touched most—visibly straining to come that made her hands itch to reach below her waistline, but she mastered the urge almost immediately. She would not give into her itch like he had given into his.

"Nngh... let... me... please... auugh... oh, ugh... come on... gyyah, let me have it, let me, please, finish it, I NEED to... I can't... oh, bloody HELL it's not working—"

With each strained word, Wheatley forced the excursion funnel to move faster and faster, pressing more firmly into Chell's back. She didn't mind, though—the increase in speed sent a wave-like rhythm through the tube and Chell felt herself rubbed gently against the button's surface. The whine of the mechanism grew high-pitched as Wheatley pushed and pushed and the frantic clickclickclick became a crazed frenzy, but there was absolutely no way she was about to give in and solve the test anytime soon. Chell grinned, stretched, and yawned lazily as Wheatley cried out, "RRRRRRGHHH!"—she concealed a satisfied breath of laughter at the sound and the following panicked, half-formed sentences and pleas tumbling out of him.

"You're teasing me!" he moaned, his voice cracking pitifully as though he were on the verge of tears. "You're being a great big bloody tease!"

She saw him blink—the curved surface of the monitor was angled just far back enough for her to see a distorted image of his face—his optic glowing an almost innocent shade of blue.

He was right. And she was most certainly was enjoying it—enjoying it far too much to actually let him believe she was ever going to solve it for him.

She would eventually solve it—she craved to hear his reaction of aching release too much not to—but Chell had all day—she could make him suffer for as long as she wanted in here.

Wheatley rolled his eye fully and groaned in frustration. "NNNNNNGH! Oh, please, come on, please do it, you're practically right on it! You know the bloody answer! Waiting there like you don't know it, but you can't fool me, luv! I know you know the answer, now SOLVE MY BLOODY TEST! PLEASE SOLVE IT! SOOOOLVE IT!"

He'd shouted the last few words, sounding almost utterly deranged. He panted a lot, voice twitching sporadically as he strained to make it work properly. "I'm going to… oh, I can't… oh, god, please, I'll do whatever you want, I'll be nice, I'll find you your parents, I'll get you a new jumpsuit, I'll smash that potato for you, I'll find a way to make this better for you I promise I absolutely promise I'll… I'll… just… please…"

Chell grinned cruelly as Wheatley groaned and cried out, flailing as if trying to physically force the excursion funnel to push the cube into the button. His begging was cute, she had to admit—but even the delicious sounds he was making and the desperation in his every word just weren't going to get him what he wanted from her.

"You're a monster," he whimpered, sobbing, "You are a MONSTER of a woman I—why are you doing this to me I… I don't understand! I…"

Wheatley broke off, and Chell waited for him to keep begging, but was rewarded with silence. That was worrisome, she thought, frowning—since when was Wheatley ever silent? He should have been shouting, borderline absolutely mad with test withdrawal!

Chell wiggled against the button, trying to prompt a reaction from him. He did make a noise—but it was different than the others. It was curious, almost surprised; and held none of the desperation he'd shown during the past few minutes. It was almost knowing, and a wave of foreboding flowed through her at once, making the hairs on the back of her neck stand upright.

"Ohhh, I see, heh heh," he cooed softly and then chuckled. "I know why you're doing this... can't keep it from me, luv."

Chell swallowed hard—she could almost imagine the sight of his face, nodding as he prepared for a speech, as gloriously smug as he always was when he thought he was being smart. "You see, I am quite brilliant, and also quite fair, unlike you," he began, the smile in his voice evident even before he chuckled. "Heh, heh. You've been playing me, this whole time, mmm? Having me on. Think you're the one in charge… well."

Chell's teeth sunk into her bottom lip. "I see it now," Wheatley whispered dangerously. "I'm onto you, lady. You think you've got tiiiiiny little Wheatley aaaaaaall figured out, wrapped all nicely around your finger, there. Snug. And you're loving it, aren't you. Yeah, you like that! Love it to death! Leading me on. Enjoying yourself, aren't you, obviously, because poor old Wheatley's nearly in pain waiting for you to finish! Yeah, I might have said it was a mere little tickle of an itch before, but that's an understatement! My fault, should have been a bit clearer before—it's maddening."

He paused, as if waiting—hoping—that she would solve the test. There was silence, aside from the repetitive clicking of the funnel and the dry, almost windy hum of it; opposite her, the fluorescent bulbs flickering inside of an observation office buzzed drearily. "Maddening…" Wheatley repeated with even more emphasis. "But you don't even care! Look at you, up there, thinking, 'Oh, Wheatley, he needs my test results, and he's dumb enough to let me have a go at teasing him, make him beg for it'—NO, luv. See, that's where you're wrong. I'm not going to make the same mistakes this time. In fact," she could almost hear him lean in, imagine him fill the screen with his flared out panels so that the spherical sides of his casings disappeared from view, "I think it's time I taught you a lesson, you smelly, monstrous little human. You are an awful little test subject!"

Chell's eyes flashed daggers. She was suddenly so very angry—her heartbeat spiked, hammering away inside of her chest. After all of this—all of her hard work—he thought he was still the one in charge, here! He thought that he was still capable of teaching her a lesson! The end of the portal device whipped around, cube still in tow, and she slammed it right into the button. The exit door below flew open and Wheatley shouted, the sudden contact as surprising and shocking to him as a bolt of electricity, but something wasn't right—the unhindered connection the cube held with the button wasn't enough.

Chell had privately hoped that the testing protocols were about to fully make up for the suffering she'd put him through, and not because she felt bad for him. She wasn't about to give into him when he still believed she was about to end this on his terms. No—she'd slammed the cube right into the button because the timing was perfect—his trust and confidence that she would eventually solve it had finally broken; he was weak; he was helpless; and he was entirely vulnerable, and it sent something within her into a shiver of delight…

Only, somehow, the test hadn't actually solved yet.

Chell looked down at the platform far beneath her feet. Oh—right.

Wheatley had still been talking as she'd slipped out of the beam and dropped, landing upon the metal grate with a quiet metallic ring from her boots. "Oh, bless your heart," he was saying confidently, "Can't get me excited for it again, not this time, luv! I already told you, I'm onto you, and I'm not saying another word until you finish it properlaaaahhh-oo-ohhhhhhhh—"

The solution euphoria hit him hard without warning. She'd got him right when he hadn't been expecting it, when he'd still been talking and frustrated and unfulfilled. The noise he made was a wonderfully loud, shuddering gasp of shocked pleasure, almost a rough growl—the sound of it sent shivers chasing down Chell's spine again, and goosebumps erupted all over her skin. She chanced a curious glance at his face on the screen—caught completely by surprise, Wheatley arched upward, his optic heavily lidded and unfocused in a haze of pure, pleasurable stimulus.

Chell flushed immediately and looked away, her own blood rushing in her ears even over the sounds of him enjoying himself, making her feel dizzy and breathless. Her pants felt uncomfortably tight and she itched to remove them; her fingers worked their way beneath the waistband but paused before she could work them down over her hips. The thought of stripping completely was enticing and distracting, but on second thought, she didn't want to give him the satisfaction of knowing he'd got to her in such a way.

Suddenly, Chell realized that the chamber had grown unusually quiet. Had he finished already? She was more than a little disappointed that the burst hadn't been better for him than the others, especially since she'd gotten her hopes up that he'd thoroughly enjoy her hard work. But then—chancing another glance at his screen—she realized that Wheatley wasn't moving. His face had completely frozen—he appeared to be staring straight ahead, his every feature still expressing utmost pleasure.

Cocking her head, Chell raised her arm and tapped lightly against the thick glass of his screen. Wheatley continued to stare straight at her, his optic unfocused. These screens were a live feed, she knew—that meant that the probability of it being a problem with the monitor wasn't very high—especially not judging by the current of interference still covering the broadcasted image of him with translucent, staticky lines.

As she watched, the aforementioned lines doubled, blurring and distorting the image. Her heart raced and Chell stepped backward, nearly falling off the edge of the platform by accident. She caught herself in time, thankfully—her reflexes were still excellent even though she was feeling shaken and worried—why wasn't Wheatley moving, she wondered? Had something happened, when she had solved the test? Was the surge of solution euphoria she had built up from teasing the system like that huge enough to ACTUALLY break him?

Had she pushed Wheatley just a little too far this time?

As if in answer to her question, the facility responded with a tremendous, shuddering groan, shaking Chell in her boots. Not a second later, the power to both the chamber and the distant clusters of test chambers flickered, panels wilting, and Wheatley's motionless face disappeared with a blinding burst of white-grey light. The power flux had caused the excursion funnel, too, to cut out, and luckily she had not still been standing beneath it—the cube fell from its position pressed tightly against the button and landed on the platform, precisely where she had just been standing, with a heartstopping crash.

When the lights came back on again, the surge proved too much and the fluorescent bulbs glowing from within the high observation office exploded with a cascade of sparks. Then, lacking any real source of light, the chamber was lit deep, icy blue from the lethargically rotating funnel grinding overhead, painting Chell's bare skin a pleasant cobalt hue. The walls rumbled again, panels nodding as their eyes winked back into azure life, and both the sound and the motion was mirrored all throughout the testing track—shivers chased themselves around and around in the form of waves of shuddering and blinking bright blue eyes. The monitor fizzled on with another burst of static and Wheatley's face popped on just as there was a whine of sound, so loud and so unexpected that Chell trembled in fright before she recognized it as being the rest of his moan. Wheatley was moving again, his chassis arching backward almost gracefully, his face leaning forward and his optic shuttering to just a blissful slit, revealing a small, flickering sliver of his optic. He stuttered hard then, his system glitching on the powerful surge of it hard enough to be forced into a loop.

"—ohhhhh, yeeee—ohhhhh, yeeee—"

Chell's hands shook. With burning cheeks, she fumbled around wildly, looking for a way to help him—she spotted the cube, still laying neatly in front of the exit. Hastily, she dropped it off the platform, re-aimed the portal device, and redirected the cube and the funnel into the button. Either the exit would open and she would be able to escape from the noise, or perhaps it would force the system to finally finish and Wheatley could recover from the euphoria.

The cube made contact softly, but she couldn't hear the sound of the exit reopening over his voice. "—eeessss!" he shuddered finally, overcome. "Ohhhhh, wowww. That felt good, that felt really good, ohh…" His voice dissolved into a series of hoarse pants, as if he were trying to catch his non-existent breath. He tried to talk again, but the only sound he could make was a faint 'oh'—clearly, he was completely drained.

Eventually, Wheatley regained his breath and rose from the side of the screen, blinking slowly in satisfaction. "Well done," he purred clumsily, his voice pitched several notes lower in lazy afterglow. "Seriously, luv, God… yes." He looked up at her, his chassis trembling slightly, almost too weak to hold himself up. Then he gave up completely and sank back against the screen and chuckled breathlessly, whirring happily to himself. "Best test yet, I'd say."

Chell frowned at him. Wheatley looked absolutely exhausted, almost on the point of passing out. Ignoring the ever-more persistent feelings of heat radiating from her groin, Chell wondered—what if she did all this again, in the next test? Would Wheatley actually pass out, leaving her free to escape unhindered?

But now, come to think of it—did she actually want to escape? The part of her that simmered away with a determined, burning heat wanted her to stay. That part of her itched, and wanted a scratch—wanted relief, and the only way she was ever going to get that properly was through him…

Take me to your lair, Chell silently demanded on a whim, staring at the monitor. Take me to your lair.

Wheatley blinked slowly some more and tilted curiously, craning forward to stare at the motionless woman on the platform from beneath his heavy top shutter blearily, as if he were having trouble focusing on her. "What's that?" he asked.

Take me to your lair and I'll scratch this itch for you.

Plink, plink. She could practically hear the familiar sound of him blinking. "All right…" Wheatley purred finally. "I understand… you won't solve another one unless I let you go. Fair enough… but I'm not about to let you go, especially not after that test, ohh…" and then he added dangerously, "I've got a better idea. Get in the lift… luv."

Chell grinned, a challenging, sultry smile, before disappearing through the chamber doors—now that she had tested his limit, and the limits of the chassis protocols, it was about time she let him test her body to its fullest extent.

With a last glance back toward the room—showing only that the chamber doors had swept firmly closed upon her exit—she inhaled, and stepped into the lift, and exhaled slowly as the thick glass doors hissed shut around her and the tube sped off toward his lair.