"Here are your pain pills, Mr. Johnson." Caroline's voice was low, full of sorrow and concern. Her mouth was pulled into a taut frown, her stress and weariness evident more and more every day, but the wrinkles forming on her formally youthful and optimistic face; it was more than just age that was taking its toll on the woman's body. The pills rattled in their brown plastic bottle as she cocked her wrist at him, noticing he hadn't moved since she arrived in the room.

Cave Johnson looked up suddenly from his slumped position in his chair, as if hearing her voice has awakened him from some haze. "Thank you Caroline..." he breathed, pinching the bridge of his nose with a wince. His assistant looked down in concern at the paperwork strewn over his desk... a myriad collection notices, court summons, failed safety inspections, and fine notices. He took the pill bottle from her and emptied two of the capsules into his hand. Caroline scanned the desk and reached over to retrieve a half empty water bottle from the corner, reaching out to hand it to him. She hung around long enough to make sure he took his medication, then turned to leave. This was becoming the routine... Cave was wasting away; dying just as fast as his company was. She knew he should be at home, in bed, surrounded by his wife and daughters... dying with dignity and peace. But instead he was here... always here and killing himself faster as he stressed over everything from budgeting to senate hearings on their controversial human testing.

"Wait..." It almost didn't even sound like him anymore. His loud bolstering voice was fading, coming out only when concentrating, only on his little messages he left in his desperate attempt to convince the world, maybe himself, that everything was fine.

He took her hand as she was turning to leave. She stopped, and turned back towards him, tilting her head curiously. He kept her glaze and the grip on her hand, using his other hand to pull out a file from under the clutter on his desk. Caroline's eyes darted down to it and recognized it immediately: It was a solid black folder, with only the Aperture logo on a small white label that read: GLaDOS Project – Top Secret. "They've made some excellent progress the last few weeks..."

"Cave..." It wasn't often Caroline dropped the formality between them, but she couldn't bear to imagine him going through the rigorous testing she knew this kind of experiment would require. "You're in no condition, you know that.."

"It's too late for me, Caroline," he said flatly, still holding her gaze. He didn't need to ask her again, he knew she knew exactly what he meant.

His assistant closed her eyes and shook her head. "No. I simply won't accept that as an answer.."

Johnson scooted his chair back, making way to stand. But his feet didn't catch and he lurched forward. Caroline quickly caught him with a gasp, steadying him until he got to his feet and stabilized. She patted his shoulder sympathetically, but his arm around him moved only to slide down to her hip and held her still close to him. The breath caught in her throat as she finally met his intense gaze. "You're the only hope his company has left. Don't you see... you're the only one I trust. You can do this, you can turn it around after I'm gone, Caroline."

"It's not like you to give up so easily, Mr. Johnson," she replied, trying to keep up the appearance of optimism. "Stop this GLaDOS project... put those scientists back on finding a cure.."

"I'm just being logical about it, Caroline. You're got a good twenty, thirty years left in ya. Hell, if you can get GLaDOS up and running by then... you've got a good 300 years left!"

Caroline couldn't help but smile and hearing the old Cave Johnson enthusiasm in his voice. "I'll look over the reports," she conceded, taking the folder from him.

"We're ready to begin human trials..." he continued.

Caroline looked up sharply. "Immediately?"

There it was... that gleam in her eye. Cave Johnson smiled a genuinely happy smile. If there was one thing Caroline excelled at, it was testing. Surprisingly, that a woman so otherwise charming and pleasant, had the stomach for such work. She really was brilliant – when she had presented the first diagrams for her testing spheres all those years ago, that was when he knew he was never letting her go. "Immediately, Caroline. So get on it, would ya?"

She smiled back at him and rubbed his shoulder. He released her, and she headed out of the office and straight to HR. It was time to see who was up for assignments.

The next weeks did not go well for the GLaDOS test subjects. It became more and more certain that there was no way the brain mapping technology was going to be ready before Cave Johnson passed away. He came to work day after day... growing ever paler and thinner. With as much death that Caroline had been around in the last twenty years, she was beginning to sense it in people, and Cave did not have very long left at all.

"You haven't eaten in three days," she said to him, clearing away his lunch plate that he had barely touched.

"I eat at home," he barked grumpily.

"You're a horrible liar," she said, placing the plate on her cart. She slipped out the GLaDOS folder with a sigh, dreading having to bring this up to him for days. "Mr. Johnson..." she started, turning around to face him. "I'm sorry to report it, but the GLaDOS project is a failure."

He frowned, taking the folder from her but not bothering to open it. He dropped it down on his cluttered desk. "You're not giving up, are you?"

"There's no point, sir..." Caroline shook her head. "There are still probably years, eight months at the earliest, before this will be anywhere near stable enough to apply system-wide. The side effects and brain damage are too..."

"So... keep trying!" he bellowed, standing up with a bit of difficulty.

"Sir..." Caroline just frowned. She had gotten fairly used to his outbursts and moodswings, "I'm sorry, but you'll be gone long before we can..."

His hand came down on the desk hard, causing Caroline to jump. "Not me, dammit, woman. You! It has to be you.." he words faltered for some reason she couldn't quite discern. He just stared at his desk, his shoulders shaking in labored breathing.

She was silent for several moments. "I'm sorry, Mr. Johnson."

"Why are being like this, Caroline? You're the smartest woman I've ever met. Hell, you're one the smartest people I've ever heard of. Ever."

She swallowed, thinking of what to say, exactly. Cave Johnson wasn't usually the one to flatter, hell, even give praise most of the time. "Thank you, sir. But I'm sorry. I don't want to be part of this project. I'm the tester, not the subject..."

"Caroline are you refusing an assignment?"

She blinked, surprised with herself as much as he seemed to. "Yes, sir, I'm sorry."

He laughed, shaking his head. "Caroline you haven't said no to me in 20 years."

She blushed despite herself.

"I know you want me to take over the company, and I'm flattered, sir, but... there's nothing left. We're running out of employees, we're under review by every regulatory committee in the civilized world, Cave, we're broke..."

"No, we're not..." he interrupted.

The comment threw her off guard. "Excuse me?"

"We're not broke."

She shook her head. "No, sir, we're almost in the red..."

"No, Caroline. I... may have been putting some, uh, emergency funds away in an offshore account for a few years."

She stared at him, flabbergasted. The company had been in dire straights for years. "How much?"

"A couple million..."

"Mr. Johnson..." she breathed, putting a hand over her chest.

"You see, Caroline..." he said, walking around the desk over to her. "That's plenty of money to get started again. Buy some new equipment, pay off a few government workers. You can do this."

She licked her lips, the words getting caught in her throat. She had already started to accept the certainty that Aperture was going to be unable to continue. But now, with that money, well, the wheels were already turning in her head the best way to maximize it..

…but no. She shook her head resolutely. "That money should be going to your children... "

"Caroline..." he voice softened, lowering as he stepped closer to her. "This company means everything to me..." he took her hand in his, "you mean everything to me..."

Her heart skipped a beat. She opened her mouth for a rebuttal but the words died in her throat as his hand came up to cradle the back of her head, pulling her close. He was so close to her she could feel his breath on her skin, and she was frozen.

"Don't you think for a second I don't realize how much you've sacrificed for me. You could have been a doctor, running your own company by now... you're far, far more than just a personal assistant. All these years, Caroline, everything I've accomplished couldn't have been without you right there..."

Her eyes searched his face frantically, her head spinning and she tried to come up with some kind of a response. It would have been a lie, and completely illogical, to try and convince herself that this scenario hadn't crossed her mind a time or two. Cave often joked that she was "married to science" - and she was. One of her favorite qualities about herself was her ability to act in a logical and calm matter in any situation. But Cave Johnson was the science she was married to. He represented everything about science that she loved – the vision, the dedication, the drive, and the intelligence.

"Dying teaches you a lot of things, Caroline," he continued, "things you regret doing..." he leaned in and brushed his lips against hers, "and especially things you regret not doing..."

Caroline's logical mind took the backseat for the first time she could ever remember. She threw her arms up around his shoulders and lunged forward, pressing her lips firmly against his. The company, the testing, the science, the financial woes, and Cave's illness all fell away, and, for a few rare, fleeting moments, she just let herself be a woman kissing the man she had loved for a very long time. Without letting his lips leave hers, Cave spun her around and backed her up to the edge of his desk, hands sliding down on her hips as Caroline scooted on top of the desk, pulling him closer. She drew her legs up around his waist, his hands running hungrily up her thigh as her skirt hiked up.

But there moment of passion was doomed to be short lived. Just as Caroline felt his shaking hands reach up towards the buttons of her blouse, he seized up. His pupils contracted for a moment before he lurched away from her, grasping his chest and crumbling to his knees in a violent coughing fit.

"Cave!" The cloudy haze Caroline was in dissipated as she jumped down and immediately went to his side. She never, ever let herself get caught up in emotions like that, and her faced flushed with fury at herself for letting her walls come down. She had gone twenty years denying her emotions to muddy up her relationship with Cave Johnson, and now she only had so little time left to go.

"I'm okay..." he gasped, swinging his arms over her shoulder as she helped him into his chair. He took several minutes to catch his breath, Caroline hovering nervously over him the whole time. She pulled his handkerchief out of his breast pocket and dabbed the corners of his mouth, kneeling in front on him, looking up into his face. "So," he chuckled, "Where were we?"

She smiled sadly back up him but shook her head. His body and her heart were in no condition to go any further. "You're sick, Mr. Johnson. You should be home, in bed." She stood up, kissing the top his head gently. She felt a tear spill out on her cheek and, horrified, quickly turned to hurry out the door.

"Twice in a day now," he called after her, forcing a laugh in his voice. "I don't like this trend, Caroline."

He watched the door closed behind him and his jovial expression fell off his face immediately. "I don't like this trend at all."

It was just days later Caroline got the word that Cave had been back to the hospital; and he wasn't expected to ever leave. Caroline debated heavily on whether or not to go see him; but in all their time together she had never crossed into his personal life. She had her to own mourning to do, for not only Cave who was dying, but Aperture was dying with him, and Caroline's whole life was tied up between them.

She had prepared almost everything for their quiet passing into the night. All the testing chambers were empty, and the companies final weeks were being worked on by a skeleton staff. Cave had given Caroline the information about his offshore accounts, continuing to refuse to use it for personal use. She hadn't decided what she was going to do with the money yet; part of her debating to set up trust funds for Gladys and Ellen, or to use the money for severance packages for the longest and most dedicated employees from Aperture.

She hadn't seen Mr. Johnson for nearly two weeks when the got the call. "Hello?"


Caroline's blood ran cold as she heard the voice on the other line. She had only heard her voice a few times in her life, but it was unmistakable. "Mrs. Johnson... " There was only one reason she would ever call her. Caroline sat down slowly on her couch, swallowing deeply as she waited for the news.

"He's gone," came the sharp voice on the other line.

Caroline swallowed the lump in her throat. "I'm so sorry for your loss," she stuttered out.

"No, he's gonefrom the ICU," she corrected, an icy annoyance coming through hard on the line. "He's at his office,and he's locked the whole place down. No one can get in or out." There was a pregnant pause before she continued, her voice dripping with disdain. "He's asking for you."

Caroline's momentarily relief was quickly replaced by concern. "I'm on my way."

By the time Caroline got to Aperture, there was a small group of people lingering at the entrance, including the sharp-featured woman she recognized as Elizabeth Johnson, Cave's wife. Skinny and severe, with honey brown hair pulled back in a tight bun behind her head; she would be attractive had she not always looked so angry. She watched Caroline like a hawk as she got out of her car and walked over to the entrance of the nondescript gray building, refusing to acknowledge Caroline's awkward smile and half-wave. She wondered if Cave told her about what happened the other day, but she doubted it would make a difference. Elizabeth never had liked her much. It would be fair to say the feeling was mutual.

Caroline swiped her badge in the card reader and opened the panel box under the handle, typing in her specific code. She heard the heavy shift of gears as the door unlocked, causing a stirring of exasperated groans from the employees who had been locked outside in the heat. Elizabeth Johnson just cocked an eyebrow knowingly. Some of the employees headed towards the door but Caroline raised a hand to stop them. "Let me talk to him," she stated and slipped in. As soon as the door closed behind her her felt it bolt back into place.

The hall lobby was eerily quiet. Her heels clicked loudly on the floor as she made her way into the labyrinth of hallways into the inner coils of the Aperture complex. Nervous employees peeked out behind computer screens as she passed, avoiding eye contact if she looked at them. There were forty different places he could be, but she figured she would start at the most likely: his main office.

"Mr. Johnson," she chirped, clicking in her code and pushing the door open. She peered around he heavy wood door, half afraid she was going to find him dead on the floor. The room was empty, but all his computers were up and running. She walked around to his desk and narrowed her eyes at the screen. The computer was compiling data of some kind, lines of code spinning quickly down the screen. She raised her hands to the keyboard to inquire when the sound of the intercom screeched on, causing her jump back with a yelp.

"Caroline! There you are!"

"Mr. Johnson?" She looked up at the security camera in the corner of the room. Why on earth would he have tapped into the lab surveillance?

"Caroline. Come down down to testing room 305."

That was the GLaDOS room. "Yes, sir Mr. Johnson..." She already had a bad feeling about it. It took her several minutes to get down the appropriate testing sphere, her heart racing the whole time. She paused at the observation glass, her blood running cold as she saw the intimidating looking chair in the middle of the testing lab, a web of wires and monitors spreading out from it, making it look like some kind of metallic fly trap. She had seen this machine, and much worse, for decades, but this was the first time she felt the tingle of fear run down her spine as she imagined for a moment what it most be like to be trapped inside.

She looked up on the opposite wall. It was a one-way mirror, and she knew the control panel and observation office were on the other side. She turned the corner and opened the door to the office, slipping inside. "Mr. Johnson, please..." but she stopped as she scanned the room; it was empty. "Mr. Johnson?" She raced across the desk, scanning for the floor for his fallen body. No... but he had asked her..

"Caroline, the lab, woman, not the office."

She spun around and saw him at the door. "Oh my..." the words fell off her lips as she looked at him. He was skeleton thin, white as a sheet. His eyes were red and bloodshot. Too weak, it seemed, to even walk anymore. He was half-slumped over in a hospital-issued wheelchair, barely able to even hold open the office door as he spoke to her from the doorway. Her heart sank seeing him like this; a mere shadow of the man she met so many years ago.

"We're all set up in there, Caroline" he continued.

"No, sir," she said, taking a shuddering breath. "I told you. I don't want this."

"You've gotten very liberal with your use of 'no,' Caroline."

She blinked, offended. "I said, sir, I do not want this. Please."

The door slammed closed. Caroline raced over, grabbing the handle and cursing under her breath as it didn't budge. "Mr. Johnson!" She pounded on the wood. "What are you doing, Mr. Johnson?" She frantically pushed in her code in the keypad, only to be greeted by the red LED light.

She stumbled away from the door in shock. Maybe she could override the security system from the computer. She raced for the desk, began typing frantically at the box when the sound of a low whirring caught her attention. Again, being around such death and danger for so many years was giving her a sixth sense when it came to danger and death. She looked up and scanned the room, her eyes flashing to the air vents in the corners. A small, foggy cloud was lightly wafting its way into the room, billowing out the vent and falling to the ground like a wispy trail of feathers.

"NO!" she screamed at the top of her lungs. "Mr. JOHNSON!" She started back towards the door, but the vertigo was already setting in. She fell forward, crashing hard to the floor. There wasn't even any point struggling at this point. She rolled over on the carpet, her head lolling backward as the blackness swept over her.

The next thing Caroline remembered as the sound of her pulse rushing in her ears. Loud, heavy and steady, her head was pounding as she slowly swam to consciousness. Her eyes were having a hard time focusing as she began to look around. Cave Johnson was watching her, still slumped in his wheelchair. But...what was wrong with him? Her brain churned against the thick, chocking fog that was clinging to her brain. He was...upside down?"

Realization dawned on her at once: she was suspended upside down. Her eyes shooting wide as she jerked, trying to scramble away – but, not surprisingly was restrained. "Mmfr Chnssn" she tried to scream, only to also discover her mouth was gagged.

Cave Johnson rolled himself forward, reaching out and touching her cheek. "Don't struggle, Caroline. You should know how delicate this equipment can be." He looked up, admiring his handiwork. "You know, we get sometimes get blinded by the science. Sometimes the best solutions are the simplest. The suspension increases the blood flow to the brain..." He delicately let his finger slide down her cheek and over her forehead. Caroline rolled her eyes as far back as she could, following his finger. At the very peripheral of her vision she could see the beginning of the network of long, pin like probes sticking out of her brow, and disappearing out of her line of vision, like acupuncture pins, all attached by a wire to the various monitors surrounding her. Her eyes widened in horror as she slacked her neck, looking at the lab floor directly under her. She let out a sobbing scream around the gag in her mouth as she saw her long, thick brown locks of hair scattered all over the floor, tangled with the snakelike coil of cables and chords.

She turned her attention the shell of the man she would have once done anything for. She felt the hot tears falling against brow as she tried to plead with him in any way she could. She shook her head, she tried to call to him around her gag. She struggled and cried and silently begged for him to let her go.

But he just watched her, his expression unreadable. He rolled back towards the bank of large, towering computer panels. Caroline could only watch in stunned, panicked horror as he turned his back on her, leaning close into the monitors as he began to work.

The seconds crawled by like years as her eyes scanned the room, looking for some way to get out. This couldn't be happening. Cave Johnson was capable of some rather surprising horrors, and, especially towards the end, bouts of near insanity... but he couldn't do this. Not to her. Never to his Caroline. His gem. Was he really this far gone, that even she couldn't bring him back?

It felt just like a tickle at first. A wave of current over the network of rods she knew were drilled directly into her brain. The vibrations shook her to her core as the monitors around her bathed her in an unnatural, electronic light. The computers chirped and bleeped as she distantly heard Cave tapping on the keys somewhere behind her. She heard the sinking thud as a breaker was thrown; the worse was yet to come.

With the suddenness of lighting, the light tingle of currents around her shot into roaring overdrive and her body went as rigid as her restraints allowed, her strangled cry barely audible over the hum and churning of the conductors around her. Her body racked with pain, and, thankfully, it wasn't long before she began to loose her bodily sensations. Her vision flooded with a blinding white light, and her ears exploded with a dizzying ringing. The pain seemed to flow away from her like water...all her senses overloading and falling away, like being plunged into a deep, tepid, pitch black pool of water.

Elsewhere, the Aperture scientists all backed away from their computers as their stations blinked and wavered. The lights flickered on and off and co-worked gazed uneasily at each other as the whole complex eventually went dead. Light by light, computer by computer, the Aperture science building completely lost power. Darkness swept over the lower levels; light poured in from the top lobbies as the electronic security systems failed and the door swung open eerily. The crowd outside, including Mrs. Jonson, peered cautiously into the darkened, powerless building. No one knew what was happening. They had never had a complete system-wide shut down like this. The minutes ticked away. The scientists hovered around perplexed, checking wires and connections. They tried the comm center and the phone lines... nothing.

It was hard to pin point how long Aperture Science was thrown into complete oblivion. But as suddenly as the power has switched off, the hum of electricity swirled up around them. Lights blinked back on, computers chimed and churned as they rebooted, and the locks swung back into place on the exterior doors.

But something had changed forever. All the Aperture scientists watched in awe at their monitors as a strange logo they had never seen spun on their screens and the ominous little block text in the lower left hand corner...

...GLaDOS Online...loading. . .

Meanwhile, down in the belly of Lab 305, Cave Johnson watched in baited anticipation. So transfixed on the computer readouts, he either didn't notice or even care how still as a grave the struggling woman behind him had become. Or that her screams had stopped. No, Cave Johnson was typing furiously at one the stations when a voice, a hollow, yet familiar voice, came over the speakers.

"What's going on?" it demanded. Electronic. Even. "Why can't I see anything?"

In the corners of the room the security camera's red light flickered on. The whirring of mechanics could be heard as the camera tilted up and down, the lens inside focusing in and out.

"Ah. There you are."

There was a screech of twisting metal as an electronic arm dislodged itself from the ceiling. It swung down, a camera at the end of it, surveying the scene around it. Cave Johnson fell back against his wheelchair as the arm spun around, a yellow glow emitting from the camera as it seemed to survey what was around. "Caroline..." he breathed, labored.

The mechanical arm paused and swiveled its camera back to the dying man. It seemed to scrutinize him, processing. Behind him, Caroline's dead body hung from the rafters, bound, encased in a coffin of thick, black cables. A steady steam of blood trickling out her ear: a scene, displayed to every monitor in the building, much to the horror of the Aperture Scientists watching from their working stations, and Mrs. Johnson, whose terrifying scream went unheard deep in the bowels of the testing facilities.

"Car-o-line," the machine repeated, seemingly unfamiliar with the name. The camera-like head of the apparatus surveyed the corpse in the room. "CaRoliNe... say 'Hello' Caroline..."

Cave's smile broke out even wider on his face. "It worked," he breathed, too weak to even express the jubilation in his heart. He gave a dry chuckle, reaching out to place his hands on the side of the camera, as if holding a human's cheek.

"Hello Mr. Johnson," the voice said.

"I told you, heh?" he said. "It had to be you."

"Oh. Mr. Johnson," the inflectionless voice repeated back to him.

The floor lurched, and the sound of rusted metal pierced the air. Taken off guard, Cave Johnson was thrust to the floor. It was the Aperture panel system that made up the walls and floors of the majority of the testing centers. It rose up, lifting Cave up with it, his wheelchair rolling off the side and into the dark oblivion beneath. "Caroline!" he called. Far too weak to get to his feet, he grabbed a hold of the side of the panel the best he could. "What are you doing?"

There was a snap of cables as one of the ceiling panels broke loose, shuffling off the suspension wires that held the lifeless body of the former Caroline. She fell like a rag doll onto the ground, sliding on the tilted floor over to the struggling Cave Johnson, leaving a trail of wires and blood behind her.

"No!" he screamed, realizing, perhaps for the first time, what he had done. "No, Caroline, don't you know who I am!" he pleaded.

The computer zoomed in close. "Yes, sir, Mr. Johnson," it said in its cool, calm voice. "I love you. You monster."

And with a last, quick pitch of the panel beneath him, he fell, with Caroline, down into the bowels of the labyrinth of Aperture Science Laboratories.