They'd been fleeing for what seemed like hours. The genuine elation felt by the nervous sphere at the plan—his plan, that he thought up all by himself—having actually succeeded began to wane as the pair proceeded to intentionally lose themselves within the deepest bowels of the dimly-lit facility. Following their initial escape, Her enraged cursing and threats had slowly dwindled to nothing, leaving nothing but the still, suffocating silence of the empty facility surrounding them.

The silence had both of them on edge. Chell, in particular, seemed especially sensitive to the ambient noises that rang out from the dark corners of the hallways they traversed—a clank here, a whisper there—he could see her flinch quite visibly at the unexpected sounds, her muscles tensing beneath her jumpsuit, her body sinking down into a defensive crouch.

Though the initial triumph of his success had worn off, Wheatley's enthusiasm for their pursuit remained unaltered, and he made no secret of the fact.

"—it really is truly an amazing thing we've done here, you and I, you know that? I mean, I guess you can't really know what's been going on these past—several—years, can you, what with you being asleep and all, huh? But trust me, many a test subject has tried, and, quite frankly, all have failed to escape from this place, that is, until you came along!"

Chell bit her lip, somewhat thankful for the incessant voice filling what she knew would be the eerie silence of the abandoned facility, as they continued along the narrow passageway, lit only by the beam of light emanating from the chipper sphere's ocular aperture.

"Of course, nobody in the recent past ever had to deal with Her up there, given that she was—until today—completely offline. But this place really has an amazing variety of failsafe security measures, not quite sure who built them or why they're still operational after all this time, but they're really very effective at stopping human flesh!"

Her eyebrow rose at this, and she glanced up at her partner in crime.

He stammered a bit.

"B-but, of course, in my time here I've become quite adept at, ah, d-detecting these security measures before actually encountering them, and—and I've devised ways to hack into several of them, so really, you don't have to worry about it too much. Or at all. No, don't worry about it at all. Ol' Wheatley'll protect you, you can be sure of that!"

She rolled her eyes at the clumsy and drawn-out apology, but smirked slightly. An AI with a natural urge to protect and comfort humans… Wheatley was truly unique among the mechanical entities she had become acquainted with during her time in the facility, however long that had been.

"It really does seem quite odd, though, that these security features are on the inside of the facility. It's as though Aperture never considered protecting the facility from people trying to get in, but focused all their effort on keeping people from getting out."

He paused, swinging backwards to glance at Chell plodding along behind him. "Er. I guess that much is obvious, isn't it?"

As he turned to face forward, she drew her lips in a tight line. Obvious, indeed. What use could Aperture ever have had in preventing others from entering the facility? Nobody in their right mind would ever try to infiltrate this place from the outside, unless they had no idea what lay within.

To her relief, the pair soon found themselves on fairly solid ground—a vast improvement from the precariously swaying and creaking walkways they'd spent the previous few hours traversing—in a remote storage section of the facility. Their narrow corridor was surrounded on both sides by enormous walls of unmarked crates and boxes.

"But, ah, I'm pretty sure I know a good way around down here that will avoid most of those aforementioned security measures. The turrets, the automatic guns suspended from the ceiling, the booby-trapped catwalks, the usual, you know? I think if we just press on for five or six more hours, we should find ourselves at—" Wheatley suddenly stopped rambling when he noticed the steady footsteps that had been following him had stopped.

Behind him, standing still on the walkway between the boxes, Chell stared up at the core with widened eyes. Her jaw had fallen slack, giving her face a rather comical look, Wheatley reflected.

"W-what is it? Why've you stopped? Look, we really can't afford to waste any time here, the longer we wait, the further she'll be able to penetrate down into these levels. We can't give her that adv—" he stopped abruptly as the features on her face shifted again.

Her eyebrows drew up slightly in the middle, producing a small crease in the middle of her forehead. Her lips were pressed together, for some reason, and her shoulders slumped terribly. Her hair was a mess, now only half-restrained atop her head.

She looked, in Wheatley's opinion, absolutely pathetic.

He scoured his informational databases for a few references on human body language, and, upon discovering the correct references, set to analyzing the situation.

"Y—OH!" The bot exclaimed as it dawned on him, and if he'd had hands, Chell knew he would have slapped himself in the forehead. "You're tired, aren't you? You don't really want to keep walking for a few more hours. That's why you stopped, isn't it?"

Her gaze dropped to the floor beneath him. She seemed almost… ashamed, he decided upon another quick consultation with his references. She drew air into her lungs slowly then released it with great force. (A sigh! He hadn't actually witnessed one of those before.) Licking her lips, she brought her gaze back up to Wheatley's glowing optic and nodded sheepishly, smiling a bit.

"Oh, I really should have thought of that, shouldn't I? Of course you'd be utterly exhausted, you're really the one doing all the work here, and I'll be honest, I'm recharging with every inch I'm pulled along this rail. I guess I, um, forgot that humans don't work quite like that. Well, if you'd like a rest, then you've well earned it, haven't you? Please, have a sit-down, I'll just—I'll just wait up here. It's all right. You sit down."

Chell nodded, her smile widening at the almost motherly tone of his voice. As she moved to take a seat among the discarded crates, she paused, turned, and returned to Wheatley. Silently, she held out her hands beneath him and gave him a meaningful look.

"What? What is it you need? Because honestly, I don't have arms, and even if I did, I don't really have anything I could give you with them, so—" he stopped as she rolled her eyes and splayed out her fingers. "OH! You—you want to pull me down from here? Why on earth—"

She looked away, and Wheatley's references again pointed to shame. He felt a bit bad at that—how on earth did he keep on producing such a terribly negative emotion in the poor girl?—but couldn't understand it. He dug deeper into his references into human behavior as she waited.

[Humans are extremely social creatures. In times of emotional and physical duress, they often require the comfort and companionship of other humans. Left alone and to their own devices during such stress, they may suffer emotional damage that can lead to depression and other negative outcomes.]

Ah. This—he remembered this. Whenever he'd seen two test subjects conscious at the same time, they often hung around with each other, sometimes initiating various forms of physical contact.

But he was no human. What exactly did she want from him?

His reference continued—

[In times of utter isolation from human contact, it is not uncommon for a human to develop an emotional attachment to an inanimate object. This is a defense mechanism for the frail human psyche, which often simply cannot withstand solitude for extended periods of time.]

"I—oh. Oh." He didn't have much to say to that. He hadn't quite realized exactly how fragile the test subjects he'd been caring for really were. Physically, sure, he knew all about that—he'd learned it the hard way. But emotionally?

Chell's eyebrows arched upwards in the middle again, her eyes showing a hint of desperation.

"Of course, love." He murmured gently, detaching himself from his rail to land in her arms.

She caught him with some difficulty and lugged him over to a secluded nook within the stacks of crates. Opting for a half-seated position, she curled up with her back against a crate, Wheatley cradled on her lap.

"S-so, well. This is quite nice, isn't it? Us, two sentient entities, enjoying each others' company and—and supporting each other emotionally, sharing a quiet moment of triumph over evil? Really, you couldn't ask for anything better, could you? Except perhaps to not be in the incredibly complicated and dangerous situation we're currently in, but I think given the circumstances—" he stopped short.

She was pressing her finger to her lips and making a small whooshing sound with her teeth. Wheatley was bewildered. [A gesture intended to convey the desire for silence.] Ah.

As she settled in, he quietly observed her. From this vantage point, she seemed somehow even smaller than she'd seemed from the railways above her head. He was easily the size of her torso—for a brief moment, he worried that his weight might hurt her. But she shifted him around a bit in her quest to find comfort, and he was satisfied that her strength, despite her exhaustion, was more than enough to handle him.

Still, he was struck by the size of her. She really was just a little slip of a thing—and she seemed so… thin. A side effect of the cryosleep, perhaps? He could see the definition of the muscles residing beneath her skin, but it didn't seem quite enough to him. He honestly couldn't comprehend what She was always on about when She taunted the poor girl about her weight.

Wheatley soon noticed that she had finally stopped fidgeting around. She seemed to have finally found a position that suited her. Her head lay back against the crate supporting her, her eyes gazing half-lidded down into Wheatley's ocular aperture.

Suddenly realizing that she'd been watching him watch her, he blinked rapidly, pupil shrinking as he made a frantic and conscious effort to look away. [Female humans often become offended by prolonged male visual attention to their body if that attention is unwanted.] A voice in the back of his head chimed—his reference. He'd forgotten to shut it off. As he prepared to end the program, he paused.

Prolonged male attention? What did that even mean? Was she offended that he had been looking at her? He glanced timidly back at her—she hadn't moved an inch, a light, mysterious smile playing across her lips. She didn't seem offended. And anyway, he wasn't male—not really.

No harm done, he decided.

It was then that he noticed something radiating from her, something truly alien to him.

[Warmth,] his reference noted, [Humans constantly leak warmth into their environment, an unavoidable byproduct of the chemical reactions occurring within their bodies.]

Wheatley's outer shell had been constructed with a truly revolutionary material—a metal that allowed for limited transmittance of the sensations of heat and pressure to the AI.

For a reason he could not quite put into words, he silently thanked Aperture for this capability.

Cradled in the warmth of her body, her arms wrapped tight around him, he allowed his ocular aperture to close partially. It was bright, he had to admit, and he did not want any part of him to disrupt her well-earned rest. She seemed to notice this, patting the back of him lightly with the palm of his hand.

After a brief moment of confusion, the reference chimed in: [A gesture of appreciation or affection, often reserved for close friends, family, or lovers.]

Before he could absorb that information, her torso curled over his form, her arms crossed atop his sphere, her chin resting lightly on him. He was suddenly entirely enveloped in her body—the gesture almost resembled the hugs he'd seen other test participants give each other. The warmth of her body spread and diffused along his surface, delivering a lightly pleasant sensation to his circuits. He could feel her body connect with his, could feel it rise and fall with her steady breaths. As he registered the unique weight pattern distributed along his surface, he noted with slight surprise that she seemed to be… resting… her chest upon his sphere.

And something was kind of poking him. Two somethings, really.

[The human nipple reacts to variations in temperature. When a human is cold, his or her nipples will become harder than normal. The physiological benefit of this process is unknown.]

Wheatley was dismayed. Although his framework could detect the sensation of warmth, he had no means for producing it. Here he was, acting as a surrogate human to this poor woman who was likely on the verge of an emotional breakdown, and he was making her cold? He'd been sapping her body of warmth this entire time! Not that he entirely understood how she could be so cold when she still felt so delightfully warm to him.

A bit ashamed at having been reduced to a no-good, dirty, warmth-stealer, he racked his circuits for a solution to the problem. He couldn't really roll away from her—she had a firm grip on him, and he genuinely did not want to unintentionally harm her with the shifting of his plates. He briefly weighed the possibility of asking her to put him down, but upon a quick consultation with his references realized that the emotional ramifications of that course of action could potentially be devastating for her. He inwardly cursed humanity—how could any species that had survived for so long be so physically and emotionally frail?

The slow, almost hypnotic rise and fall of her breathing body helped calm him down.

Right. She needs me to touch her, but she does not need me to make her cold… he began to reason through the situation silently. So, I need to make warmth for her. But I'm not equipped with anything that actually makes warmth. Bit of a handicap there. I do have my flashlight, but that might actually burn her, and burning humans is not a good thing to do, in general.

His train of thought was interrupted by a new sensation transmitted through his hull—a deep rumbling, emanating from her very core. Her muscles seemed to be spasming—lightly, but spasming nonetheless. It quite unnerved him.

[Shivering is a physiological reaction to the sensation of cold. It involves the involuntary contraction of muscles to generate warmth.]

Wheatley felt terrible. Utterly terrible. His stupid, round, cold metal self was evoking so many wholly negative reactions from her body—just by existing, he was making life worse for her. He wished he could crawl into a corner and die, but he had no arms or legs with which to crawl, and no idea how to make himself die.

[Movement of particles generates heat,] his reference suggested.

He rolled his optic and willed the program away. Now was not the time for a lesson in basic phys—oh.

Movement generates heat, doesn't it? he mused to himself. It seemed so obvious—movement! But what kind of movement?

He had the basic capabilities of turning and rolling within his frame, as well as manipulating the plates on his front to convey various emotions (as was often required for the comfort of various test subjects). But none of those movements were likely to generate much heat, he decided. And they were slightly likely to actually pierce her skin, and that was the last thing he wanted to do at the moment.

He knew that his movements were powered by a few opposing gyros hidden within the confines of his outer hull. He mused on this for a moment, slightly distracted by her shaking, which jostled him about in her lap. Then it clicked.

If he could move the gyros fast enough—vibrate them, even—while not outwardly shifting his plates, he could potentially generate enough heat energy from the mechanical movement to emanate from his frame and warm her body.

Brilliant, absolutely brilliant.

[Human females often experience a unique physiological reaction to the sensation of vibra—]

He silenced the program. No more talk, it was time he actually did something for her for a change. He silently steeled himself for the work to come, summoning up the reserves of his energy, allocating his computing power to this newfound purpose, giving himself control over the speed and intensity of the movement he was about to produce—just in case it hurt her and he needed to stop or back off quickly.

If he'd had breath to hold, he would have held it, but instead he merely squeezed his ocular aperture shut and—


Chell nearly leapt out of her skin, back straightening, head smacking against the crate behind her. Wheatley stopped immediately.

"I'msorryI'msorryI'msorryI'msosososorrydidthathurt?" Wheatley burst, panicked.

Her eyes were wide, almost haunted, as she craned her neck downward to look the bot in the eye. She remained silent.

Body language, Wheatley decided, would have to be his guide in this situation—so he observed her. Her face was flushed, her breathing rate had increased, her chest was heaving, and her nipples—well, they actually seemed a little harder than they had been just a moment ago. A bit conflicting, those messages.

"Listen, I, I could feel your body shaking and I felt bad because I knew that I was the one making you cold because I'm made of all this bloody metal that saps the warmth out of anything it touches and I thought if I could just vibrate my body a little it might help to warm you up some, areyoumad?" he ended quietly.

She shook her head, laughing softly to herself.

"O-okay. Then I think I'm going to try it again, but just more gently this time, because I can see that your nipples are still pretty hard and I think that means that this isn't working yet."

Her eyes darted down to her chest and she frantically drew her arms across her breasts, looking absolutely ashamed.

Wheatley rushed to comfort her.

"Nonono, I know, it's alright, you can't control that. You're cold. Just leave it all to me—I'm gonna make you warm, okay, love?"

He began again, a bit more gently this time.


He watched her closely as he administered his treatment. Her eyes widened again, and her muscles seemed to lock up around him—especially her thighs, wow, those were powerful—but she didn't seem to be in any particular pain. Pleased with himself, he shifted his plates a bit to nestle further up on her body—closer to her 'core', the reference noted—and rumbled happily against her belly.

He stopped again when her hands reached out to grasp his handles.

"W-what, is something the mat—" he began, but stopped as she struggled to adjust him, pushing him back down into her lap, away from her torso.

"Oh, y-you want me to warm you up down here, is that it?" He asked, not entirely sure what she wanted. It was so difficult, her never speaking.

She dipped her head in a quick nod, though she wouldn't meet his gaze. Her face was flushed (a sign of warmth—sweet victory!) and her breath remained at a quickened pace.

"Well, alright, you're the cold one, you know what's best for you," he responded cheerily, pleased that his plan actually seemed to be working for once.

Two working plans in one day—he positively glowed at the thought, steeling himself to begin again.


Again, her legs clenched to grasp him with surprising strength, but he kept working to maintain a steady level of intensity. He watched her receive his aid enthusiastically—her face contorting slightly, her back arching erratically, her breasts positively bouncing—wow. Almost hypnotic, those… but they were still quite hard in the front, he decided, watching them with rapt attention.

"A-aah!" a yelp escaped her lips, and her eyes shot open.

Wheatley stopped immediately.

"Oh! Oh, I'm so sorry, I think I—I think I just increased the intensity without realizing it. I'm sorry, did that hurt you? I hope that didn't hurt you. I'm such a bloody idiot, I can't believe I can't even do—" he paused at her odd look.

He noticed a small trail of liquid running down the side of her face. [A bead of sweat.] Her pupils were dilated, more so than usual in even a room as dimly-lit as this one. Her legs seemed to be shaking, ever so slightly. She must still be cold, he decided. But how on earth could he help her without hurting her?

It was then he noticed something rather strange. As a result of her jostling, his only point of contact with her body now was in her lap—he was firmly nestled in the junction between her legs. And, feeling about with his semisensitive hull for any available sensation from that contact, he realized that her body seemed almost to be burning up.

Alarmed at this seeming contradiction, he consulted the reference yet again.

[Human female sexual arousal occurs when—]


Chell's glazed eyes rolled over to Wheatley at the unprompted question.

"J-just a minute, I need to… just a minute."

[Human female sexual arousal occurs when a female desires to mate with another individual and her body undergoes several changes that make this a physical possibility. Sexual activity is, for humans, a pleasurable and enjoyable experience. The symptoms of female sexual arousal include, but are not limited to: 1) Increased heart rate, 2) Increased breathing rate, 3) Dilation of pupils …]

Wheatley was, for once, dumbstruck.

Chell was, somewhat characteristically, dumbstruck as well. Her mouth hung open slightly, air passing in and out as she inhaled deeply the recycled air of the darkened storage room. The sphere in her lap remained motionless as he fought an inner battle.

This—what he was doing—this was not at all what he had intended to do to her. Never, not once, not ever, had… this… crossed his mind. He vaguely remembered learning a bit about human sexuality while tending his test subjects, but at the time the subject had seemed so boring, so dry, that he'd barely paid any attention to it. And now, he was being pressed tightly against the secondary sexual characteristics of a desirous female undergoing pleasurable stimulation entirely because of him.

He wasn't sure how to feel about that.

He felt, of course, a slight undercurrent of disgust, but above that, there was something else. Something bigger. A kind of—elation? Maybe? Sort of a twinge of joy and… specialness… he cursed his inability to find the right word for it. All he knew was that he made her feel this, he made her feel good and it was only because of him that she felt good.

Satisfaction, yes—that must have been a part of it.

At that moment, any concerns for her body temperature were utterly forgotten.

She'd been the one to finally succeed in breaking him out of the main testing facilities. He knew that she would be the one to defeat GLaDOS—hell, she'd already done it before, hadn't she? And he hadn't really ever done anything except smash a few doors open and make an ass of himself on several occasions. Now, with this entirely unexpected turn of events, he actually had a chance to give something back to her.

He dug a bit deeper into his reference files.

[The orgasm is an intense and overwhelmingly positive experience for a human. In females, this may be achieved through vaginal penetration, clitoral stimulation, or a number of other methods.] Wheatley hadn't the slightest idea what any of this meant. [On occasion, mechanical objects such as vibrators are used by females to achieve the same result.]

He blinked, looking back up at Chell, who looked away, biting her lip.

Bzzz. He began tentatively.

She yelped and tensed at the sudden, gentle sensation, a grin spreading across her face.

Bzzzzzz… bzz…

As he modulated the intensity with which he vibrated, he kept a close watch on her shifting reactions. More intensity, and her head would fall back, her chest would stick out (oh, that was lovely, really lovely, though he wasn't quite sure why) and her legs would squeeze him tighter to her. Less intensity, and nearly all of her muscles would relax, save for a gentle, nearly imperceptible rocking of her hips up against him.

Pleased with these responses, he continued to churn his gyros, yielding a vast array of vibratory speeds and strengths to apply to—well, to this particular spot that she really seemed keen on him applying it to. The animal warmth seemed almost to pour out of her and into him, spreading through his circuits like an electrical impulse.

Suddenly, her hands shot out to grab hold of him, and Wheatley relished the sensation of those shaky, delicate fingers slipping around on his surface, digging in between his plates, grasping him tightly and pulling him rhythmically up against her.

The look on her face was absolutely divine. In all the—well, hours—he had known her, she had never once lost her composure, always retaining that same steely, hard gaze, regardless of what she was looking at, never letting her guard down… but this.

Her eyes squeezed shut, that same eyebrow tilt-and-crease as earlier, flushed, pouty lips hanging open to allow the breath to rapidly cycle through her lungs, a reddish tinge covering nearly every plane of her face… Wheatley surreptitiously switched on his internal video recorder to capture her expression for later.

"Aa—ahhnn…" she moaned inarticulately, legs now joining in the effort to press him—all of him—as close to her body as was physically possible.

Wheatley buzzed happily in response to her vocalization as she jostled her body around him, delighting in the sensation of her muscles contracting and relaxing around him, detecting the frenzied pace of her heartbeat, watching the delectable rise and fall of that chest of hers (what was it about that? just absolutely fantastic).

Abruptly, her motions shifted to a far more frantic pace.

Her hips were rising now to meet his rumbling frame, too, and he buried himself enthusiastically in that spot, that magical area between her legs that seemed to make her so much happier than he had ever seen her. A moist dampness seemed to spread from the point of contact (was that disgusting? no, no it was not, he decided) and, to his delight, her vocalizations rapidly increased in pitch and loudness.

"Y—y—aaaaaaahhhhnnngghhh—" she gritted her teeth and seemed to seize up entirely, her muscles contracting to hold Wheatley against her as she rode out her orgasm.

Wheatley noticed the change in her at once—her entire body went rigid around him, and that look on her face—was it joy? Pain? Disbelief? He had absolutely no idea, but he knew better than to stop, instead intensifying his vibrations.


He could feel her muscles contracting in rolling waves, her hips jerking erratically against him, her heart beating wildly, and watched in utter awe as her eyes shot open, her mouth formed a shocked "o" and her back and chest thrust out uncontrollably in the throes of her passion.

As quickly as the frenzy came, her movements ceased, and she flopped limply to the ground. Wheatley quickly shut down the vibrations. Her hands, still grasping him, still pressing him up against her, shook slightly, and he could feel an odd pulsation emanating from his point of contact with her body. He savored the sight of her chest heaving (lovely, very lovely), straining hard to make up for its lack of breath, as her muscles slowly relaxed.

As she lay there, seemingly attempting in vain to regain her mental faculties, Wheatley became aware that he had no idea exactly how to proceed from there.

[Post-coitus, many human females enjoy spending time engaging in cuddling or holding activities with their partners. This enables the formation of a stronger bond within the mating pair.]

He blinked and stared at the frazzled human still clutching him.

He knew what cuddling was—and he had no arms, so that was out. Holding, though, he supposed they could do that, if she were the one doing the holding. Surely she wouldn't protest, after what they'd just engaged in. But Chell was unlike any of the other female test subjects he had ever met—he could never be sure what she was really thinking. He felt a twinge of self-doubt, a bit of nervousness at the thought, but decided that in the long run, her emotional needs were far more important than his dignity, and summoned up the courage to ask:

"W-will you… um. Will you hold me, Chell?"

She blinked a few times, then propped herself up on her elbows, staring him right in the optic. Her breaths were coming slowly, evenly now, though that same serene smile remained plastered on her face.

"I mean. If you don't want to, that's perfectly fine. Totally fine. Really. But I… I think I'd… much like it if you did. Hold me, that is…?" he babbled to fill the silence.

She laughed lightly and brushed her hand along the sphere's lower edge, as though rubbing the side of his nonexistent face.

"Sure," she whispered with a nod, and took him into her arms, curling her body protectively around him, and drifting off to sleep.

Wheatley, meanwhile, remained nestled tightly against her breasts (really, even better when you're touching them, aren't they?), passing the time until her awakening by gleefully reviewing his prized recording.

For future addition to his reference files, of course.