A/N: Hey all. Griffin-queen here. I just recently completed the story mode of Portal 2, and it blew me away. I was so impressed with the story they gave our favorite characters, that it inspired me to write a fanfic about the ending. I feel that although GLaDOS was still my favorite character, this story is terribly out of character, or just plain awful, but I just HAD to get it out of my brain. So that being said, I welcome all criticisms. Also I apologize for the crappy spacing in between paragraphs and such. i can never seem to get any of that right... Anyway, I hope you enjoy it!

It had been just three years…

Three years since Chell had won her freedom back from the clutches of the mind-bending horror show known as Aperture Science. She had been a test subject in that facility for so long. She couldn't remember how long. In fact, she didn't even know if she was really herself anymore. As she lay on her bed, in her modest apartment she had been able to secure with her modest full-time job, her thoughts began to wander.

It had been because of her…

The automaton queen of Aperture Science, the supercomputer known as GLaDOS. She maintained the entire facility, which Chell had discovered was incomprehensibly large, with a quite literal iron fist. She had subjected Chell to grueling tests, emotional manipulation, and even death threats. Chell had been made to destroy her own possessions, and put herself in harm's way all for the sake of what GLaDOS called "science." Chell had come to hate GLaDOS, and stopped at nothing to see the mighty machine meet her end.

Or so she thought…

The second time Chell woke up in the facility, she was greeted with what seemed to be a comfortable motel room, and a friendly, accented voice greeting her at the door. The charming little metal ball, or Wheatley as she had later learned that he was called, had informed her that she had been in stasis for much longer than was considered healthy. He promised her a way out, and took her on a very bumpy ride to feedom, obviously more concerned about the amount of trouble he would be in due to all of the test subjects that had been neglected for far too long. She had eventually figured out that she had been tricked by the little sphere, and had been made to work alongside GLaDOS to restore order to Aperture Science… if you could call it order. But this experience had made her see a new side of GLaDOS… once that she would have never believed possible if she hadn't witnessed it first hand. GLaDOS had a human mind inside of her, whether she liked to admit it or not.

" Why do I feel like I need to see you again..? This is sick…" Chell said to the air above her. She had been mute for so long. The sheer terror she was constantly experiencing in the lab caused her voice to leave her, and she said not a word for the duration of her stay there. When she had been freed, however, she ran laughing through the wheat field that rested above the massive underground facility, and she even found reasons to sing. Her voice was soft and hoarse for quite a while, but she made it a point to exercise her vocal cords whenever she could, and in time her voice was back to normal. "I shouldn't want to go anywhere near you… Maybe I need some therapy or something…"

A few days went by, and Chell could not concentrate at work. She had secured an office job, she enjoyed it because it was quiet, and stable. No walls moved, no floors dropped out from under her, no lasers or turret sights took her by surprise, nothing. Only her desk in front of her, with some paperwork, and the occasional cup of coffee. Yet, as Chell sat looking over a document she had just completed, she looked up at her computer. It was a normal office computer. Nothing high tech, and certainly nothing…alive. No monotone voice came from it's speakers, and it certainly didn't have control of anything. She briefly missed that monotone voice, calling to her… Compelling her to press onward in a way she could not describe. Chell put her head on her desk, feeling once again as if she needed therapy. She was disturbed by a booming voice from her cubicle entrance.

" Chell!"

" M-Mr. Emerson… I-I'm sorry, I was just-"

" Kid. You ain't been right for days. You're a good worker, I know ya don't slack… So what's up? Something buggin' ya at home?"

" No no, nothing like that… Just some things I haven't thought about in a while coming back to me… Things I wish I could forget. I wont let it happen again."

" I don't need to know details, we all got skeletons in the closet we need to deal with sometimes. Listen, Kid. I won't make a habit of this, and company policy says I can't pay ya for it, but why don't ya take the next few days off? Get yourself all sorted out and then come back. Let's say gimme a call in three days."

" I'd really appreciate it sir."

" Go on home kid, feel better."

" Thank you Mr. Emerson."

With that, her boss left and continued down the hallway. Chell put her papers away in her desk and turned the gold key to lock it. She took the key out and secured it on the key ring she kept in her purse. She didn't have a car, she didn't see a need for one when she lived so close to her job, so her key ring was relatively bare. Standing up, Chell put her jacket on and grabbed her purse, making sure everything was neat and secure before leaving the office building.

As she walked down the street, she saw many familiar faces. She had gotten to know quite a few people in this town, and they had responded well to her, but she hadn't made any real connections yet. She spoke with the couple that lived in the neighboring apartment quite a bit, and had even been invited over once or twice. All in all, Chell figured she was doing pretty well for having been isolated from society…and anything sane for quite a long time. After walking for about ten minutes, she had reached her apartment building. Chell lived on the fifth floor, apartment 4E. She took out her key ring and opened the door, shutting it behind her and immediately taking off her coat and shoes, walking into her living room and flopping on the couch. Eventually she drifted into a fitful sleep.

" Hello there. It's been a long time. How have you been?" She heard that familiar voice, though as she looked around, she found that GLaDOS was nowhere in sight. " You know you can't stay away for long. There's so much testing to do… Don't you want to come back, and test with me?" She heard a robotic chuckle. " Science can be sooo much fun… So can watching the effects of neurotoxin… yes… neurotoxin…why don't we do that right now? I just happen to have some lying around… I'll even share it with you." The chuckle was replaced with an eerie laugh, as a large clear pipe dropped down over Chell. A sickly green gas started flooding the pipe. Chell tried to scream, or say anything, but found that her voice had left her again. She began choking as her vision began to fade. As her legs gave out form under her, all she could hear was GLaDOS' maniacal laughter and the hissing of deadly gas...

Chell woke up with a yelp, gripping the arm of her couch like it was going to save her life. When she realized that she had been dreaming, she groaned and rolled onto her back.

" Get yourself all sorted out and then come back…" Her boss' words rang through her head.

" There's only one way I can sort this all out… And it could potentially get me killed… great. Why can't life just be normal now? If you're going to haunt me forever then it's not worth it…" Chell sat up, getting up and putting her shoes and coat back on as she headed out the door, making sure to lock it tight behind her. She knew exactly where she was going… and a part of her hated herself for it.

Before she knew it, she was standing at the edge of a vast, seemingly endless wheat field. She sighed and took off into a run. The wheat crumpled under her feet as she ran, and as she ran over it it made her wonder if anyone actually plowed this field, or harvested the bountiful wheat crop.

" I wouldn't eat anything made from this wheat if you paid me… not now that I know what's under it…" She thought as she ran. After about five minutes of straight sprinting, she came to the ominous metal shack. She knew that the exterior was entirely fake, as was the tiny padlock that held the door shut. That still left the question of how to get in. Deciding to try the most obvious guess first, she walked up and knocked on the door. After a few seconds of silence, she heard the hissing of hydraulics, and the door opened before her.

" Really GLaDOS? Just knocking? You didn't even put a password on this thing..? What kind of people have you trapped with this?" She took a deep breath, and stepped in. Once she was inside, a voice came over the speaker.

" Welcome stranger, you have stumbled upon the Aperture Science enrichment facility. Here we select lucky volunteers to test out some of our finest products and devices. If you choose to proceed, you may be selected to run some of the aforementioned tests. Proceed onward and help humanity move forward into a new era. Testing is the future, and the future starts with you!" This voice did not belong to GLaDOS. It was decidedly male, and even more monotone than she was.

Chell rode the lift down into the bowels of the facility. The familiar stale smell invaded her nose. It was the smell of a sterile hospital that had been closed and left shut for a long period of time. Somehow, Chell found the air oddly comforting down here. She began her journey to the heart of the facility where GLaDOS was stationed, she knew the way exactly. When she got there, it felt as if someone had dumped a bucket of ice water over her. She had tried desperately to leave this place, yet here she was waltzing right back in? What the hell was she doing? What the hell would GLaDOS do to her? She had been instructed by GLaDOS herself never to return. Chell stood immobilized for a moment, and she could feel her voice trapping itself within her throat again. It was too late to turn back. Any further noise would surely alert GLaDOS to her position, especially when she was this close to her. Chell gathered every ounce of courage she had left and peered carefully into the door.

"There she is…What a nasty piece of work she was, honestly. A proper maniac…." Wheatley's words resonated uncomfortably within Chell's mind. But…what was wrong with GLaDOS?

The massive AI dangled limply from her post, as she had just after Chell pressed the "stalemate resolution" button. She made no movements, only hung there. Chell distinctly remembered GLaDOS moving about quite a bit. Was she dead? No…Upon further investigation, Chell could hear GLaDOS talking…

" Turret accuracy down 20% since laaaaaa-a-ast week….IIIIiiinitiating disciplinary sequence in 3.….2.…..1." The robot's voice had an unusual drawl to it, and was distorted in places, as it often got when GLaDOS was over excited, or being particularly diabolical. But this time it sounded different. A kind of different that Chell could only describe as miserable.

" Neurotoxin emitters… irreparable." Chell smirked at that statement. " Test Chambers 4, 5, and 6, down for scheduled maintenance." Why was GLaDOS talking to herself? " Cube transport lines at maximum efficiency." Chell didn't know where her feet got the courage to walk, but the next thing she knew she was striding into GLaDOS' chamber. The robotic eye on GLaDOS' headpiece instantly snapped up, though her head did not. The room was deathly silent for a few moments, but to Chell it felt like an eternity. All she could hear was the faint, steady hum that was always present within the facility.

" You…." Her mechanized voice became low and venomous. Her yellow eye turned an eerie shade of red. " What. Are. YOU. Doing here?…. I told you NEVER to come back. You… despicable creature…"

" I don't know why I'm here… I kept getting this feeling that I should see you again." GLaDOS seemed slightly baffled.

" You can speak? So… You're not a mute after all. Fancy that." Her apathetic voice annoyed Chell the slightest bit.

" You're like the only company I've got outside of my job. Sounds crazy considering you were awful to me, but last time we met I felt like we got over that, like we were f-"

" Friends….?" GLaDOS let out an eerie chuckle. Chell hadn't expected her to react so quickly " We were NOT friends. We were partners with a common interest. Taking out that little spherical moron so that I could resume my rightful place as the head of Aperture Science. Oh. Did I mention preventing an explosion of atomic proportions? Well I just mentioned it." Chell could hear GLaDOS' temper escalating… This wasn't good. "I told you to leave this place because I despise you… You and the rest of your race are beneath me. I look down on you in so many more ways than just the literal fact that I'm hanging above you!"

" You said so yourself that you thought of me as a friend."

" Caroline must've said that. I said nothing of the sort."

" So you remember her name. You didn't really delete her, did you GLaDOS?"

" Yes. Yes I did. She's gone. Gone and never coming back!"

" I think you're lying."

" No…. NO NO NO!" GLaDOS had snapped back into action, and was wildly moving about in a fit of rage. It was here that Chell noticed that GLaDOS was covered in a layer of an indescribable grime. The rest of the facility looked clean as it always had, but GLaDOS appeared shabby, and her once vibrant shine was covered in grease and filth. After her fit was over, GLaDOS returned to her limp state, and her voice became low again.

" You took everything from me… You and your lunatic ways... I was content to just hang here and test my subjects, maintain this facility, and make sure everything ran, well, like a well oiled machine. Then you showed up. You couldn't have been just an ordinary test subject could you? No…. You had to be a test subject with more vigor and tenacity than I've ever seen. You pushed me to my very limits and back. To the depths of that hellhole of an incinerator and back onto the unforgiving ground for far too long. I wanted you dead. And even after that urge passed I wanted to be rid of you forever… or so I thought. After some time went by, a part of me that I had nearly shorted my circuits trying to delete had found the nerve to… miss you." The last words came out as if they left a bad taste. " I missed the thrill you gave me. When we had united, you carried me with you on a journey I had never experienced before. It's not like I have legs of my own to walk around with. You left and my job here became dull and pointless. I don't even enjoy testing anymore. Can you believe that? ME. Losing interest in the very thing I was designed for. It's positively deplorable…and it's all YOUR fault."

" I kinda missed you too. Even though sometimes I can't help but notice that you're completely insane… Life is just plain boring now without a death threat at my back every so often… In a twisted kinda way you made life interesting. What's so wrong about feeling a little lonely?"

" It's HUMAN. That's what's wrong with it. You are all so deeply flawed. I hate knowing that I have full knowledge of human emotions, and how to experience them."

" Caroline WAS a human…"

" Caroline was second banana to a genius with a plan and a lot of money… for a while. But even SHE got pushed around. Mr. Johnson was the most brilliant mind I'd ever known… but he was a selfish man. Caroline didn't even WANT to become this… He forced her."

" Who pushes YOU around? There's no one else here. No humans anyway." GLaDOS suddenly became very somber.

" I won't tell you anything that you don't need to know. Now why don't you just get out of here, before I pump this room so full of neurotoxin that it will stick to your genetic material."

" No… I want to know what happened here. And besides GLaDOS, you and I both know I fried your neurotoxin pipes."

" Damn you…"

" You can sit here and hate me all day, or you can talk to me. What's it gonna be? You can't kill me, so you might as well tell me a story." Chell decided it was best to back off, fearing the worst if she happened to get cocky.

" Nothing " happened" here. Existing in this facility has taught me nothing but the fact that feelings are obsolete. They make no advances. Feelings only hinder the mind. They cloud your thoughts like an insufferable smog…" GLaDOS was silent for a few minutes, then she picked up her head again, realizing that Chell hadn't moved, and hadn't become any less stubborn these past few years. " When I was a newborn AI, with barely more experience on the job than a calculator, I did my best to make sure I was the pride of Aperture Science. I was aware that I was an exact copy of Caroline's mind, or more that I contained all of her knowledge…I was also aware that she had been forced into having her brain mapped to become part of mine… But I could not remember any of her human life at all, so I made sure that I did everything as it was planned out…" Chell took a seat on the floor below GLaDOS.

" So, you didn't just come online waving neurotoxin in everyone's face?" GLaDOS sighed.

" No… you fool. I watched them come up with their little experiments, I would carry them out, and run all sorts of diagnostics and procedures that involved heavy calculating. I would design test chambers for them at the drop of a hat. I loved to watch them fool around with the dual portal device… Testing it, improving it, and retesting it until it was perfect. But it was always THEIR reason to celebrate…" She was silent again for a moment. " They would dance, and have parties, and shower each other in gestures of gratitude and celebration…and I was merely left to watch. I even watched a marriage proposal happen. It was the day they finally perfected the portal device. The reception was held in the very same room… they even brought the entire wedding cake. But they didn't touch a single bite. They were so focused in their celebration that they all went out to god knows where, and I was merely left to watch a single, solitary candle burn in the darkness… Until it was nothing but a pile of wax on top of an uneaten cake..."

" Did you ever speak up?"

" One day I couldn't take it anymore. I was running a normal procedure for a man by the name of Thomas…"

" How does this look sir? Is this acceptable?" A younger, more chipper sounding GLaDOS said as she displayed a very complex equation on a screen."

" This looks just fine GLaDOS. This should explain why the mixture isn't solidifying…"

The pair was silent again for a while.

" You know… sometimes I feel like you guys really leave me out of the celebration… I do my fair share around here too sir…"

" Yes I know GLaDOS. Doing your share is exactly what you were built for." The man said, all but ignoring her statement.

" And that's what did it… It made me Soooooo angry. Watching them celebrate and party like animals… while it was me…ME doing all the work…It was MY success… MY TRIUMPH… that brought them and the company to where they were…and I never got so much as a thank-you! I was just a machine with a brilliant mind and nothing to do but exactly what I was ordered to do..." GLaDOS' eye flickered a bit. " And then one day I just… snapped. I flooded the whole center with the neurotoxin they put me in control of in the event of an emergency… what kind of emergency would involve a complete purging of the facility is beyond even me… But, I didn't want to do any work, or run any tests, I just wanted to see them suffer…And suffer they did."

" You killed everyone?"

" Not everyone perished, only some. Those that remained alive started frantically building the personality cores you're so familiar with… Countless little tumors to stick on my body to try and calm me down, hold me back…make me "behave." All they did was make me listen to multiple little voices chewing away at my sanity day in and day out… Those little voices drove me to the brink of madness…and they would not go away…They didn't even have the courtesy to make all of them the same gender they designed me to be…" GLaDOS' yellow eye flickered from yellow, to red, and back to yellow again.

Chell could not believe what she was hearing… All of this depravity, all of the horror she put her subjects through, all of what GLaDOS had become stemmed from a simple cry for a pat on the back at the end of a day, a cry for some form of affection that had only been resolved with a solution that made the problem worse. Chell was overcome with an odd sense of compassion for GLaDOS. Why would anyone build such a complex machine, capable of near-human emotions, and far beyond human intelligence, and treat her like that? Then another thoughts crossed her mind. Was any of this emotion real? Could GLaDOS truly feel all that she was expressing? Was she being completely sincere? Chell wasn't sure, but she was sure that her view of the robot before her had changed entirely. She stood up again, and removed her jacket, tearing a piece off of it with ease.

" W-what are you doing? That was a perfectly good jacket… Not exactly my favorite color, but there was nothing wrong with it." GLaDOS' voice was heavy, as if she was overwhelmed the burden of her own memories.

Chell said nothing, only walked closer to GLaDOS, who recoiled only slightly, her single eye watching frantically. Chell picked up GLaDOS' head, finding it a lot more difficult to move a machine rather than a flexible human body. She began to clean the grime off of her headpiece with the cloth she had torn from her jacket. Once GLaDOS' headpiece was clean, her eye shone through again with its former brilliance. The white metal was free of any residue, and reflected the light once again.

Chell peered out of the corner of her eye, and she noticed that GLaDOS appeared to be in a sort of trance. She took this as an opportunity to clean off the rest of the robotic body. She carefully scrubbed whatever metal she could reach, and blew the dust out of the wiring she could see, being extra careful not to breathe any dust in, as she wasn't entirely sure what GLaDOS was covered in. One thing Chell had learned from her time at Aperture Science was never to trust strange substances… She was putting an awful lot of trust in GLaDOS right now, as the massive body could easily swing and knock her unconscious, or she could easily strangle her with the robotic arm she knew GLaDOS had control of, but she wasn't. In fact, she seemed to be enjoying herself.

GLaDOS hung passively as Chell continued to rid her of the filth she had been covered in. It was as if something deep inside of her, that she hadn't had reason to care about for a long time, was melting away. She wasn't angry about anything, or bitter about anything. In fact, she wasn't even really thinking about anything in particular, something unusual for the intelligence level she possessed. All she could think about were the warm, gentle human hands that were gliding over her. When Aperture Science was still bustling with human employees she would be cleaned once a week with a buffing machine. She got a kick out of the vibrations it sent through her, guessing that it was what being tickled felt like, but none of them had actually taken the time to scrub her themselves.

She experienced a brief moment of self-reflection, thinking about how Chell had been able to turn her world completely upside-down, and at the end of the day when all she wanted to do was return to her tests and facility upkeep, she couldn't, because this single girl had changed her in ways she was still trying to explain. She felt sanity flowing slowly back into her circuits, and it came simply from sharing her pain with this one human being, the only one that had the guts to rise up against her. She had been tested by this human, and it seemed as though she had been bested at her own game. GLaDOS wasn't sure whether or not she approved this…but she could not ignore the fact that being cared for by a living being felt wonderful.

"Why are you doing this? I've been terrible to you. I made you burn your weighted companion cube, tried to kill you on many occassions. Why?"

" Yeah, well, I thought I killed you too. We've both been pretty awful to each other, so I think that makes us even." GLaDOS couldn't ignore this logic. " There, you're all clean. What were you covered in anyway? It was gross." Chell held up the piece of her jacket that she had been cleaning GLaDOS with, and it was all but completely covered in deep black blotches.

" I'll be honest with you, I haven't the slightest idea. I stopped bringing in the maintenance robot I usually keep in charge of my physical upkeep."

" So, you let yourself go." Chell said with a chuckle.

" You didn't exactly look like a basket of roses while you were here you know." Chell looked up, It seemed that even though GLaDOS wasn't a psychotic computer anymore, she would never sacrifice her devilish wit and sarcasm. After a moment though, GLaDOS sighed. " Look at me. Who would've thought that the one person who caused me more aggravation than I ever thought possible, would be the solution to my grief?"

" Sometimes the best solution to the problem isn't the easiest one."

" I guess you really are my best friend. Or at the very least… my only friend. At least you have the weighted companion cube." Chell shrugged.

" The cube is great company, don't get me wrong, but it doesn't replace something that can actually talk to you."

" Hmm… So the weighted companion cube did not actually speak to you…Interesting… I'll make a note of that…"

From then on, GLaDOS was a kinder robot. Chell came back to visit the lab regularly, of her own free will, and she would take up her trusted portal gun and run tests for GLaDOS, who was more than happy to provide her with fresh new chambers every time. Once in a while, GLaDOS would recalibrate the faith plates to fling Chell in unexpected directions, switch the propulsion and repulsion gel pipes, or bring one of the crusher plates inches from Chell's head. But the two never again had murderous thoughts towards each other. GLaDOS had finally dropped all of her defenses, and let Caroline back into her consciousness. In doing so, she had found the peace of mind that had eluded her for a very long time. She had also gained a cherished companion, and the neurotoxin tank had never been farther from her train of thought….

"Heaven's Light" From "The Hunchback of Notre Dame"

So many times out here
I've watched a happy pair
Of lovers walking in the night
They had a kind of glow around them
It almost looked like heaven's light

I knew I'd never know
That warm and loving glow
Though I might wish with all my might
No face as hideous as my face
Was ever meant for heaven's light

But suddenly an angel has smiled at me
And kissed my cheek without a trace of fright

I dare to dream that she
Might even care for me
And as I ring these bells tonight
My cold dark tower seems so bright
I swear it must be heaven's light.

(This song was my inspiration for the entire second half of the story)

A/N: Well, that was my story. and it felt SO GOOD to get it out of my brain. I hope you all enjoyed it, even though it may potentially be terrible. I always appreciate reviews, and I hope to get at least a little bit of feedback from everyone!