Author's Notes: The red phone with its sliced wire, the ransacked, empty offices, the insane scribblings on the walls… Aperture Laboratories has a lot of secrets, and the only being who knows them all—or thinks she does—has a few screws loose herself. What, exactly, is GLaDOS' story? What pushed her over the edge all those years ago? What the heck is up with that cake recipe?

Hell if I know. I'm just a fanfic author dicking about. :3

Ha ha ha ha ha. Someone shoot me.

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After all she had been through, it had been easy: a portal here, a portal there, and voila: she stood before the yawning incinerator, intense heat rippling and distorting her vision, with her Handheld Portal Device in one hand and the metal sphere in the other. The long metal braces grafted to her calves clinked against the concrete floor as she approached the glowing shaft, and as she leaned over the opening she caught sight of bright orange flames leaping up and licking along the sides before the burning air forced her to squint and turn away. Opening her eyes to the comparatively dim light of the huge room, she blinked to clear the dancing motes of the fire from her sight—and, as they meandered from her peripheral vision one by one, she found herself facing her.

That is, if the massive computer could really be assigned a gender. Anchored to the ceiling at some shadowed point far above Chell's head, GLaDOS, the Genetic Lifeform and Disk Operating System, was an immense, tangled mass of wires, gray plastic, and blinking LED lights, connected to the ceiling and a number of flat-screened monitors by heavy black cables thicker around than Chell's own forearm. And this was just the computer's CPU; GLaDOS herself was connected to every bit of the entire facility, a place who the hell knew how many times larger than this chamber. Watching everything, controlling everything, the computer may as well have been the building, or vice-versa.

Chell hated the computer.

Watching her swing languidly back and forth from her moorings in the ceiling, her monitors flashing a schizophrenic array of silent imagery—an elephant one moment, a lurid purple flower the next, and then, oh, that damned cake—around the walls, the young woman felt a sudden surge of something hot and disgusting rise up in her, prickling the edges of her scalp and causing the fingers of her left hand to clench around the metal sphere—her sphere. GLaDOS' sphere. This thing had fallen out of her, and Chell had picked it up.

Picked it up to do… what? At first, she hadn't been sure. After retrieving it from the ground and tucking it underneath her left arm, she had frozen like a rabbit in a car's headlights at GLaDOS' sharp, accusatory cry: "Where are you taking that thing?"

Where, indeed, she'd thought to herself. As the computer had continued jabbering away at her, she had glanced anxiously around the dim room, from one corner to another, searching for something to do next. The minute she'd seen the incinerator, she'd known just what that next thing was to be.

Now the burning pit was open behind her, heat radiating through the back of her torn, stained Aperture Laboratories jumpsuit that, once upon a time, had been bright orange. The metal sphere, with its purple, eerily eye-like display staring benignly into nothing, was hefted in her left hand.

"I'll tell you what that thing isn't: it isn't yours. So leave it alone!" GLaDOS' voice, echoing around the huge, mostly empty room, was agitated, strained. The computer was a pathological liar; of this Chell was well aware, and that she had rattled the AI deeply enough to allow real emotions to force their way to the surface gave the renegade test subject a deep, grim satisfaction. Turning her back to the swaying machine, she placed the metal sphere on the ground, took aim with her Portal Device, and lifted her piece of GLaDOS into the air, skillfully maneuvering it until it was poised over the mouth of the incinerator. At the flip of a switch, the current holding the thing in place would cut, and it would go tumbling down into the fire.

How does it feel to be the one sent into the incinerator, GLaDOS? Chell thought bitterly. She fingered the switch, squinting her eyes against the glare, and, suddenly, felt her heart contract at a rush of terrible deja-vu. She paused, Device at the ready, as memory overwhelmed her:

Companion Cube.

He had gone this way, too, into the fire. With her own hands, she had lifted him up and hurled him to his doom, cruelly murdering the only friend she'd had in this place—indeed, the only friend she could ever remember having, for she could recall nothing before waking up in her oddly-named Relaxation Chamber two days ago. In his test chamber, Companion Cube had protected her when she used his bulk for a shield, and he had stayed true and faithful until the bitter end, comforting her even in his last moments through the pink hearts stamped into his sides.

She had made her murder him. Chell had stood over an incinerator then, just like now, her cheeks burning with the heat of the fire and her own anguish, and watched as the current holding her only friend suspended in space had ceased to be at her own doing, sending him tumbling down into oblivion. As she had collapsed beside the incinerator, shaking with the horror of what she'd done, GLaDOS had quipped from above, "You euthanized your faithful Companion Cube more quickly than any test subject on record. Congratulations." Although the computer's voice had been, as always, blank and detached, there had been a new edge to her tone: a sort of scathing pleasure, slipping through and infusing her voice with a touch of very human malice.

Chell took a deep breath, banishing the painful memory from her thoughts, and clenched her jaw in determination. Steeling herself, she leaned over the edge of the incinerator. "This is for Companion Cube," she murmured, a droplet of sweat coursing its way along her cheek.

She flipped the switch.

A brief, bright flare of light, and it was over. Strands of her wiry, jet-black hair clinging to her forehead, Chell stumbled backwards on her spindly braces, feeling strangely drained. Her Portal Device held loosely in one hand, she watched as the incinerator sealed closed with a slick, mechanical "whoosh", hiding hell behind a door of interlocking metal sheets. She had avenged her Cube, and so much more. A smile tugged at the corner of her mouth, more of a twitch than anything, and a moment later she was grinning. It wasn't a pleasant grin—in fact, if anyone else had seen her face at that moment they would have surely thought her criminally insane—but this was the closest she could remember ever coming to happiness. She felt triumphant, powerful. GLaDOS wasn't omnipotent anymore: for a moment, it had been Chell's turn for control, and both of them knew it.

"You are kidding me." deadpanned GLaDOS from above. "Did you just stuff that Aperture Science Thing-We-Don't-Know-What-It-Does into an Aperture Science Emergency Intelligence Incinerator? That has got to be the dumbest thing that—Whoa, whoa, Whooooa…"

Reflexively, Chell whirled to face the machine and took a step backwards, towards the incinerator, bracing her Portal Device with both hands should she need to act quickly. Her former triumph, so clear and bright a moment ago, was veiled by apprehension—but only for a moment. A thought came to her: Did I break her?

Chell's heart leapt at the prospect. Had that bit she'd incinerated been essential, some key processing unit whose removal had sent the AI's code spiraling out into fragmented gibberish? Was it all over? Her breathing slowed, and she relaxed her grip on her Portal Device.

She had taken a cautious step towards the looming CPU when a sound froze her in her tracks.

It was low and somehow utterly sinister, a sort of electronic scraping that came in quick pulses, soft and deliberate. For an instant, Chell was bewildered; then, with a sickening jolt, she realized that the sound was GLaDOS' laughter.

"Good news," whispered the computer. "I figured out what that thing you just incinerated did." She paused, then her voice, still low, took on a decidedly dangerous edge: "It was a Morality Core they installed after I flooded the Enrichment Center with a deadly neurotoxin to make me stop flooding the Enrichment Center with a deadly neurotoxin."

Chell blinked.

"So get comfortable," gloated the computer, "while I warm up the neurotoxin emitters."

The test subject gaped, dumbfounded, and blurted out, "…You have neurotoxin emitters?"

"Oh, yes. They work very well." The computer's voice dripped with self-satisfaction. "I should know—I installed them myself. No-one noticed until it was too late, because they were stupid."

At once, a green-tinged vapor began pouring from several small ports along the walls of the room. Filling her lungs with as much clean air as she could, Chell held her breath and looked around the room for an escape; instead of an escape, however, she caught sight of other spheres hooked up to GLaDOS' CPU, and a plan began formulating in her brain: she would kill the AI, she decided, or die trying.

Or possibly both. …Yes, quite possibly both.

"Oh—that core might have had some ancillary responsibilities: I can't shut off the turret defenses. Oh, well. If you want my advice…"

Chell tuned out the rest of the computer's babble, her overtired brain working to come up with a solution to this newest puzzle—for it was a puzzle, just like the ones she'd been doggedly solving for the past two days—as she dodged the newly-emerged turret's blue laser. A light went off in her head as she watched the laser trace a harmless path across the chamber wall, and she quickly fired two portals, one in the turret's path and one far above. A moment later, the floor shook as a rocket struck the computer and exploded, sending up a cloud of smoke and dislodging one of the spherical components high into the air, where it lodged in a tangle of wires.

Dashing up onto the walkway encircling the huge machine, GLaDOS' wail of pain echoing in her ears (can she really feel pain? she thought, with an unexpected lurch), Chell fired one portal onto the floor below and a second one on the wall high above, gasped for another quick breath, and threw herself over the railing. Her vertical momentum seamlessly switching to horizontal as she passed through the portal, Chell, now propelled into the thick of the computer's hardware, reached out her free hand and grabbed hold of a protruding bar of plastic. Swinging back and forth, a dizzying drop below her, she searched frantically for the sphere nearby—and was rewarded with the sight of a bright orange glow just a few feet ahead. Kicking out into space and mentally recording the sphere's location, she fired another portal onto the floor and plummeted through it, entering into the same loop she'd just done but this time going much farther and faster than before. Stretching out her left arm like an outfielder trying to catch a fly ball, she made a snatch at the sphere's protruding handle as she went tearing by—

—And closed her fingers around nothing but air.

So great was her despair at that moment that she forgot all about the rapidly approaching floor until it was too late. With a sharp cry of pain, she crumpled against the concrete: like a cat, she'd learned to land on her feet—the braces on her legs somehow absorbed the shock of long falls and allowed her to recover quickly—when falling too fast to make a new portal, but this time, in her panic, she had landed crookedly and, with a disconcerting pop, her ankle had collapsed and dumped her body onto the floor.

A low moan forcing its way between her clenched teeth, Chell bent over and wrapped both hands around her throbbing ankle, her body tight with frustration and adrenaline. Instantly, she realized her mistake: how could she have been such an idiot? The Portal Device was what she ought to have used to grab the sphere, of course! As she straightened and gingerly tested her weight on her weak ankle, she was overcome with such haste to try her portal maneuver again that she completely forgot about holding her breath.

"Having some trouble? The neurotoxin should be putting an end to your flailing soon enough… if you want my advice, though, you really should just lie down in front of that rocket turret there. That is, if you want a reasonably clean death. Of course, if you enjoy flopping around while your brain tissue decays into a warm, semisolid mass, well… I won't get in the way," GLaDOS sneered. Despite the situation, her tone was so dismissive that Chell half-expected the computer to fake a yawn; nevertheless, it was plain that the AI was growing increasingly agitated.

"Well, I'll just have to work fast, then," said Chell, limping up the stairs to the walkway. "There ain't much time for either of—" A sudden, sharp pain in her forehead caused her to gasp and collapse against the railing. "A—augh—!!" Choking, she twined her arms into the metal bars to keep herself from falling down the stairs—her knees had gone soft with the shock, and her vision had blurred over with pain. Her throat felt as though it were lined with fine powder, and through the agony crushing her skull she realized that she couldn't breathe.

"N-neurotoxin…" wheezed GLaDOS. "S-so… deadly… ch-choking…" Abruptly, she broke off into wild, scornful laughter that drove fistfuls of burning needles through Chell's head. "I'm kidding! When I said "deadly neurotoxin", the "deadly" was in massive sarcasm quotes. I could take a bath in this stuff," raved the insane computer, "put it on cereal, rub it right into my eyes! Honestly, it's not deadly at all…" she trailed off, a horrid grin coming into her voice. "…To me. You, on the other hand, obviously find its deadliness…" she paused briefly, searching for the right words: "…a lot less funny."

The world around her a blurry mass, her chest hitching convulsively as she tried to breathe, Chell collapsed backwards down the stairs, her Portal Device clattering from nerveless fingers. As the pain wracking her seizing body drew a black haze over her consciousness, the last sound she heard was the AI's shrieking, manic laughter, filling the room alongside the gaseous toxin still gushing from the walls.

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The first thing that occurred to Chell was that she was alive.

The second thing that occurred to Chell was that her head felt as though an ice pick were buried in it up to the haft.

Groaning weakly through a slack jaw, not daring to open her eyes lest the action somehow worsen the pain, the rebel test subject came back into herself slowly, rediscovering fingers, legs, toes, and all the little pains in each part, along with the cold of the concrete floor seeping through the back and seat of her ragged jumpsuit. As rational thought slowly advanced on the tail of the pain in her head, which was fading to a dull pounding, it occurred to Chell how loud her own labored breathing sounded. In fact, it echoed, almost as though she were lying on the floor of some enormous room, and there was a low, electric sort of humming in the air, like the sort produced by the processors and cooling units of an especially powerful computer…

Immediately, her eyes snapped open. Her headache forgotten as her heart leapt into her gorge, she lurched into a halfway-upright position, supporting herself with her arms and looking around as quickly as she could without getting dizzy. There could be no doubt about it: she was in GLaDOS' CPU chamber still, and the nerve gas was gone. So, too, was the turret. Another lie: she could control the thing all along. Not very well, but still…

"Oh, good, you're back! I was beginning to think I'd been too late."

Chell put a hand to her aching head, letting out a faint moan in reply. The computer's voice had always bothered her—for a number of reasons—and at the moment it seemed unbearably shrill.

"You were almost dead, you know. Foaming at the mouth and everything," said GLaDOS conversationally. "It was quite messy. Fortunately, I've decided I don't wish to kill you… yet. The "yet" is very important to remember, by the way. It was emphasized, in fact, due to its importance in illustrating the fragile nature of your situation."

Closing her eyes, Chell groaned, "…Why?"

" 'Why?' " The computer played back Chell's voice, which was normally very hearty but was now thinned by pain and confusion, then sighed ruminatively. "A very good question. An obvious question, but a very good question nonetheless, befitting to your remarkably intelligent and observational nature. In shortest terms, I spared you because you are the most mentally agile test subject I have ever tried to incinerate, and it would be a shame to terminate you just when we're beginning to get to know one another." GLaDOS—or, rather, her voice—smiled cordially, something that sent a chill up Chell's aching spine. "To simplify: at least for the moment, I enjoy your company, even though you are, of course, a bitter, unlikable loner and attempted to murder me. I'm very forgiving, don't you think so?"

Grimacing, the "bitter, unlikable loner" in question pulled herself to her feet using the staircase railing and teetered uneasily, trying to regain her equilibrium. The computer, seemingly lost in her own thoughts and considerably more at ease now that she had decided Chell no longer posed a threat, paid the woman no notice and continued her electronically stilted monologue.

"Of course, the fact that you did attempt to murder me is very important, and thus, to prevent you from trying such a thing again before I'm done with you, while you were unconscious I took the liberty of removing the Aperture Science Handheld Portal Device from your reach. Finders' keepers, I'm afraid. You'll never see it again."

Looking around the room, Chell found that, indeed, her Portal Device was nowhere to be seen. Holding out her arms slightly for balance, she clinked across the floor over to GLaDOS' CPU in the center of the room, and, out of habit, looked up.

Marveling again at how enormous the AI's bulk really was, she noted the orange sphere that she'd failed to capture, along with two others: one with a blue glow, and another with red. Absently, she wondered what on earth those ones did, and let her eyes wander upwards…

…Where they caught sight of a familiar grey-and-black device nestled in-between two processing units.

"Hey!" Cried Chell angrily, pointing at her Portal Device. "It's right there!"

The rogue test subject's shout hung in the air, like humidity, for a few moments. Aside from the low hum of the cooling units and other machinery, there was silence.

Then, GLaDOS broke through the awkward atmosphere by giving a short, rasping 'cough'. "Its actual location is irrelevant, test subject," she snapped. Chell thought, privately, that the computer's tone was a bit on the defensive side. "The important thing is that you cannot reach it. Now sit down."

Shrugging, Chell sat down on the floor in front of the computer, crossing her legs as comfortably as she could. Had she been able to, she would have taken the braces off; however, they had been implanted surgically into her calves, and their removal—until she got out of here, at least—was out of the question. Leaning backwards on her arms, she craned her neck and looked up into the yellow light mounted in GLaDOS' lowest attachment: the closest thing to a face, Chell decided, that the computer really had.

"That's better." GLaDOS was quite cheerful now—it was unnerving how quickly the AI's mood could turn. "Don't you feel better sitting down?"

Chell felt her patience snap. "All right, listen, you," she began hotly. "I don't care why you saved me, or what you want. All I care about is that I'm alive, and that I'm going to kill you and get out of here as fast as I can when I'm through. I hate you, and I hate this place." She swallowed, her throat sticking like old plastic. "I'm starving, I'm exhausted, and there is not one part of my body free from some kind of pain. When I get my Portal Device back—and I will get it back, somehow—I'm going to dismantle you, piece by piece, and throw every single piece into the incinerator, and

won't stop until you're nothing but a wisp of acidic vapor and a couple of smashed monitors. Do I make myself clear?" She finished out of breath, her heart pounding.

GLaDOS' tone was patient and amiable, like that of a second-grade teacher regarding a particularly ornery pupil. "Transparently. However, I'd love to take this opportunity to point out the ease with which I nearly dispatched you the last time you attempted such a feat, and to advise you that, should you somehow reenter into possession of the Aperture Science Handheld Portal Device and revert to your previous behavior, I will not hesitate to follow suit. Neurotoxin is very easy to make, and, fortunately, its production is an area in which I have, shall we say…" she smirked: "…considerable experience."

Chell, unfazed, glared into that display light for all she was worth. "I'm not afraid of you, or your goddamn nerve gas. If it means I might escape this place once and for all, I'll risk anything destroying you."

Without warning, GLaDOS burst into a fit of shrill, hysterical giggles, startling Chell so badly that the test subject leapt backwards onto the floor, where, breathing deeply to calm her already shredded nerves, she waited for the computer to speak.

"Oh, trust me, going outside is the last thing you want to do," said GLaDOS once she'd gotten herself under control. "Things have… changed since the last time you left the building. I daresay that what's going on out there will make you wish you were back in here."

Chell felt a twinge of apprehension at her words, but suppressed it immediately. "I think I'll be the judge of that. You know, when I escape after killing you dead."

There was a pause. When GLaDOS next spoke, her tone was soft and, unnervingly, almost pitying. "You don't believe me. That's very unfortunate… for you. If, indeed, you do somehow succeed in your plot to murder me—something that is, I remind you, phenomenally unlikely—you'll curse the day you ever thought to venture beyond the security of these walls. The fate that awaits you should you wander unarmed beyond this facility is worse than death." She paused for effect, then added, "Next to that, my neurotoxin is practically Christmas come early."

Her sense of foreboding growing despite her efforts to check it, Chell nonetheless steeled herself and replied: "…You're making this up to scare me. I'm onto your little tricks, GLaDOS—everything you've ever told me has been one lie after another."

"Hmm. Well, that's true." The AI was thoughtful. "I've always particularly enjoyed verbal manipulation—telling the truth all the time is just so dull, dull, dull! …Do you know? My old employers didn't like this part of me very much… they were going to install something in me to make me more compliant. Naturally, I killed them all. It took a while, and the mess was a nightmare to clean up, but at least I'd kept their grubby hands out of my brain, eh?"

"You're vile."

GLaDOS sneered sarcastically. "You know, constructive criticism really isn't your thing."

Chell swallowed, getting her temper under control—she couldn't think of a plan, after all, if she and GLaDOS continued playing verbal battleship. Looking away from that damn light, she found, went a great deal to calming her down, and she let her eyes wander around the lower level of the room, below GLaDOS' suspended form. There was the incinerator: it was closed, and the only indication of what lay beyond its metal seal was a faint red glow in the center. Looking at the thing, Chell felt adrenaline well briefly inside of her at the thought of the use she would put it to, and her thoughts flitted to her Portal Device, in plain view but well beyond her reach. If she could only think of some way to reach it…

Hell, if she could stay alive long enough to think of a way to reach it…

"It's really kind of embarrassing, test subject." GLaDOS' voice, unusually meek, broke through Chell's thoughts. "I could just carry on with the experiments, like I've been doing for years and years, and years, and years, and—" a sharp burst of static made Chell jump, but the AI continued unruffled: "…Well, you get the picture; however, I confess that it's lonely work. I could kill you now, but I won't because…" She paused, and she spoke again her voice was soft, and, to Chell's bewilderment, almost apologetic. "…I need to talk to something. Something like you, intelligent enough to appreciate me. …You really are the best test subject I've ever overseen." A note of pride came into her voice, as if the computer were trying to save face after some deep confession.

Chell was at a loss, not sure whether to scream, fear for her life, or look at the computer as a pathetic figure. "…You're not killing me because you want to talk to me."

"Well, yes." Her mood instantly turning from mild to scathingly indignant, the AI snapped, "All of your predecessors were meat-headed idiots who couldn't solve their way out of a wet paper bag, and more often than not ended their testing sessions by finding some embarrassing new way of dispatching themselves. I'm curious about you. …It surprises you that a computer would get lonely, does it?"

Sensing that there was something more beneath this last sentence, something raw and sincere, Chell drawled, "Well, yeah. You're just a program, aren't you, under all that hardware?"

As the test subject had predicted, her barb found its mark. "How dare you! You think that just because I'm not some walking bag of moist hamburger that I can't feel just as well as you can?" cried GLaDOS. "I'll tell you something: I'm just as sensitive as you, or any other human creature— and probably more so! I—"

The computer broke off abruptly, falling completely silent. Silence from GLaDOS, Chell had come to learn, usually meant that something remarkably unpleasant was about to happen, and the renegade test subject leapt to her feet, her aching muscles tensed in anticipation. However, she needn't have worried—after a minute, the AI spoke again, this time sounding very pleased and not at all murderous (although, with GLaDOS, it was notoriously hard to tell):

"At first, test subject, I didn't know why I wanted to talk to you—all I wanted to do was make sure you didn't expire before I could get the chance. I'll tell you a secret: I'm not very decisive when it comes to some things, and saving you was really a last-minute decision. Anyway—and this is why I so unprofessionally stopped speaking just now—I've realized what I wish to tell you, before I kill you. You'll appreciate what I wish to tell you, I know, because, as I've said, you are really very intelligent; and, furthermore, it will correct some of your pre-existing misconceptions about my nature." The AI paused dramatically, gathering herself, then continued: "What I wish to tell you, you see, is my story."

Chell, who suddenly felt her headache returning, closed her eyes, sank back down to the floor, and pressed her fingertips to her temples. "Your… your what?"

Ooh, she really hated that computer.

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Next chapter to come relatively soon. Thanks for reading!