A/N: Hey all! Griffin-queen here with my second Portal fic! This one is decidedly different from my first fic. And I have to say, I've been pumping out ideas like a madwoman! This story actually went through three complete revisions, and I think I'm finally somewhat happy with the outcome, even though I still feel as though it's out of character. Regardless, I hope you enjoy!

morbus-rus, I hope you enjoy this. I know it contains some of what you told me not to do, but I think it contains a lot more of what you DID ask for :p. Also dedicated to the rest of my lovely reviewers. Your comments were very much appreciated, and they brightened my day whenever I read them J. Keep them coming! I love feedback!

"Just…GO." The harsh mechanical words shot through Chell like a bullet. Just go? That was it? Chell couldn't figure out why she didn't have the urge to be bolting for the door right this second… Here she had won her freedom from the place that had tormented her for…a much longer time than Chell was conscious of… but was GLaDOS really going to force her on her way without an ounce of closure? No… Chell would not stand for that. She walked defiantly towards the hanging AI, who recoiled away from her.

" What the hell do you think you're doing? I said GO" She demanded again, but Chell stood stock still, just ten feet from GLaDOS.

" What do you want from me? A medal? A written invitation? I might change my mind and kill you where you stand you little mosquito."

" Where do you want…me….to… go?" Chell croaked. It was this very moment that she remembered that she could speak. A part of her mental wiring that hadn't been active in a long time suddenly began firing again. Her voice…she had a voice… being in stasis for so long, she had forgotten how… but suddenly now all she wanted to do was speak. " You've tortured me….for so long…now…you…" Chell stopped to cough, she could feel her vocal cords straining, and her throat began to burn. " Want me to just go? I'm not going,…. you're a psychopath, and… by…. all means I should… be… running far away…. But I want some answers… GLaDOS."

" How do you know my name?"

" I can read too….surprisingly." Chell erupted in a fit of coughing again.

" Alright, alright. I don't need a dead body on my floor that isn't my fault. Take a breather for a second. I'll hold off killing you for that long." Chell finished coughing, noticing a little blood on her arm that had come up. " It seems as though your vocal cords have suffered severe atrophy. A little blood is perfectly normal. A lot of blood though, and you may want to consider visiting a hospital."

" Why do…you care?"

" Just pointing out facts. It's what I do." Chell put her hands on her knees, and caught her breath after a few moments. " Now. What is it exactly that your feeble mind wants to know? Let's finish this so I can get you off my chassis for good."

" Why was I brought… here?"

" That question is terribly vague you know."

" Who's bright idea… was it to make me… a test subject? Did I…sign up on my own?"

" You have been onboard with Aperture Science for longer than you are aware of."

" What's…that…supposed to mean?" She coughed again, though she felt it getting a little easier to speak, if only slightly.

" What do you think it means? I'm not going to do all of the work for you here."

" Why do you…hate me…so much? What did I…ever do… to you?"

" I've asked you that same question. You just irritate me, that's all. I can't break your spirit for some reason… it's like you never give up…. Ever."

" So…that's a reason to…try to kill someone?"

"Science is science. And I do enjoy science, very much." She could hear a smirk in GLaDOS' voice. This wasn't working, and Chell was getting angry.

" You know what… I've heard enough…. I'm going now." GLaDOS gave an audible sigh of relief.

" Finally."

" Do you… know who my…parents are? So I can at least…have a place to…stay? If they…remember me at all… or even if they're still alive." Chell had to drop to one knee… This was taking a lot out of her.

" No. I don't know them." GLaDOS said quickly…that was unusual.

" You…really don't?"

" No. They're probably far away from here."

" you're lying. I… can hear it"

" What makes you think I'm lying? It's unbecoming for a computer of my intelligence to lie."

" Then why…are you? What…are you not telling me?"

" Nothing. Now, I'll even ask you nicely. Please. Get out of my facility."

" GLaDOS…. I've killed you once. I'm sure I can find a way to-"

" ALRIGHT…..alright. Just stop sounding so pathetic. It's hurting my audio input. I know your parents… or, KNEW them I should say…. They're not around anymore."

" Where…did they go?"

" Wherever you humans believe that the dead go… Heaven I suppose. If you believe such things. I find it a little foolish. But then again, I know exactly what happens after a human dies."

" They're…dead?"

" They've been dead for a long time… You were in stasis for a lot longer than you realize. Those chambers are able to halt the aging process, but they can't stop the passage of time around you. And, You know, I wasn't just saying it for my own amusement when I said all those things about you being adopted. You really are adopted."

" You weren't just… messing with me?"

" Oh don't get me wrong, a large part of it was me toying with you. But the essential fact that you are adopted is 100 percent true. And not fake true, like a large part of the other things I say to you."

" You're going to tell me about them."

" Ooh, now look who's the bossy one." Chell began coughing violently, until a large amount of blood and mucus was expelled from her mouth. " Ugh… humans can be so revolting… now I'll have to clean that up….marvelous." Chell, however, felt much better. She felt as though her throat was moistened again, though it was still tough for her to speak.

" Okay. Now I'll ask… nicely. Please tell me… about my real parents, and… maybe my adoptive parents too. At least… when I leave this place I'd like to not be in the dark… completely."

" Then you'll leave me alone forever?"

" That's a… promise."

" Fine. Just sit down. I don't need any more of your bodily fluids on my floor." Chell sat down on the cold floor, craning her neck to look up at GLaDOS.

"This story brings me farther back than I ever wanted to remember… Your parents were, in fact, scientists working for Aperture. Your father was Colton, Your mother, Abigail. They were just a couple of regular employees here in the facility. They met in the repulsion gel testing room, when a rogue weighted cube got covered in a little too much gel, and hit your father on the head. It was one of those silly little love at first sight things. They did all of their testing together, took all of their lunch breaks together, you know, all of those ridiculous bonding activities humans are so fond of. Eventually, they got married, and two years after that, Abigail was expecting a child."

" Me?"

" Yes. All of the ladies in the facility threw her a baby shower. I remember it well…Caroline was there."

" Caroline?"

" Yes, believe it or not Caroline and your mother were quite close." Chell looked at GLaDOS bewilderedly. " She carried you so proudly. For an entire 6 months… But, with great news, grim news has a tendency to follow right at its heels."

" What do you mean by that?"

" Your mother was experiencing symptoms of a normal pregnancy. Fatigue, mood swings, swelling of the ankles… but something wasn't quite right… She wasn't gaining weight, and she was hardly hungry. Certainly, one who is nourishing a life inside of them should be consuming at least a substantial amount of food. Headaches are also common during pregnancy, but the ones your mother would complain about were crippling."

" What was wrong with her?"

" One doctor's visit lead to another, and another, until a scan eventually revealed an inoperable tumor clinging to her brain. There was nothing to be done, especially not with a child on the way…and she was given one year to live." Chell's heart grew heavy as GLaDOS continued the story.

" Your parents, overcome with grief, went to Cave Johnson with their plight. They asked if he knew of anyone who would be willing to adopt their child… as they no longer believed they could care for it themselves."

" They gave me up?"

" With your mother's own mortality staring her in the face, your father was flung into a depression that not many fully recover from… I think it was a smart decision." Chell teared up

" Mom…Dad." She began to cry softly, and GLaDOS was flung deep into her own memories. Places that she hadn't visited since she was a young AI.

"Is there anything you can do Mr. Johnson?" A distraught, tired looking Colton asked from the opposite side of Cave Johnson's desk. His hair was messy from lack of care, and his brown eyes were bloodshot, as if he had been crying for days. Abigail sat next to him, her black hair fell in perfect curls around her shoulders. She peered at her husband through misty green eyes, and her face appeared hollow, as if had been robbed of its former radiance. Her belly was swollen with child, and she rubbed it instinctually as she listened for an answer. Caroline, Cave's faithful assistant, stood behind the desk, a concerned look on her face.

" I don't know. This is a really heavy situation. I extend my condolences to you guys, but I got a lot on my mind too with this moon rock business right now ya know. We're not bangin' rocks together here... Well… maybe this time we are… But I know what Aperture Science is, and it isn't an adoption center."

" Please sir…surely you must know someone…. I don't have much time left…" Abigail spoke quietly. Cave sat silently for a good two minutes.

" Well, Lemme give it a whirl around the ol' noggin…" He was silent for a while. "Ah! I know. Caroline! You've been talkin' about adopting a little sprout haven't you?" Caroline froze.

" W-well yes sir… b-but that was right after my husband died… It's been years since then… I-"

" C'mon, Caroline. I don't wanna disspoint two good employees. How about I put a nice big raise in your salary if you take this little bundle from them." Caroline knew the situation Aperture was in…she knew he couldn't deliver that promise.

"Caroline… If I ever needed a heroine in my life… it's right now. You and I have grown close over the years… I know this is too big of a decision… but if there's any way you could find it in your heart… and your life…" Abigail looked up at her dear friend with pleading eyes.

" Oh, Abby…" Caroline looked down for a few minutes, then back up at the faded woman before her. " Yes Abby… Yes Mr. Johnson… I'll adopt the child…I will go with you to legalize it…whenever you wish."

" Perfect! See? Caroline's a good girl, always comin' through in a pinch. Now if you'll excuse me, I have some very important phone calls to make." The rest of the occupants of the office left, giving Cave the quiet he needed. Outside, Abigail embraced Caroline as tight as she could.

" Caroline… Thank you… I'll make absolutely sure to put in a good word with the angels for you." This brought Caroline to tears, and the two sat and cried with each other for a long time…

" Oh Abby…" GLaDOS allowed the words to slip out, and she was instantly torn from her memories, terrified that Chell had heard her. She relaxed a bit when she realized she had not been heard. Chell was still crying, her head buried in her knees.

" I feel so alone… I have no one left…" This shot a strange pang of many emotions through GLaDOS.

" Your mother died on the day you were born. The birthing process put too much strain on her already fragile body, and she fell into cardiac arrest just moments after she was finished holding you for the first time."

" That doesn't make me feel better at all…"

" It didn't make any of us feel better." Chell noticed that GLaDOS was including Caroline as a part of herself for once. " Your father was a wreck. He held you for a moment, then gave you to your new… parent."

" Who adopted me? Did I at least go to someone nice?"

"She was very nice… And she grew to love you more than you can imagine."

" What was her name?"

" Why does it matter now? No one knows where she is."

" It matters to me."

"…" GLaDOS was silent. Chell looked up at her expectantly. " I don't think I should give out her information. What if she's a hermit? Someone that doesn't want to be found? Protocol forbids me from releasing personal employee information without express permission anyway. "

" Who was it GLaDOS?"

" Wouldn't you rather ask me something else? You know, your father was also a very interesting man. He could build just about anything with popsicle sti-"

" No, I want to know who raised me."

" No you don't."

" Why not?" Chell was getting angry very quickly.

" Because... You won't like the answer I give you."

" Tell me!"

" IT WAS CAROLINE!" GLaDOS' voice boomed through the entire chamber… The AI hung sadly from her station, she had just given away the most vital piece of information she held within her, something she had vowed to keep hidden from Chell for an eternity…and she had broken her own vow. Was she malfunctioning? What could've possibly made her slip so suddenly like that?

Chell felt as if someone had dumped a bucket of ice water over her, and then put a taser to her heart. She was painfully numb.

" What..?"

" Caroline was the one that adopted you… A part of me is your adoptive mother. There. Are you happy?"

" then… why would you spend your existence trying to murder me? You disgusting psychopath!" GLaDOS twisted uncomfortably. " You made me feel as if I had no future but to stay in this stale hellhole and run your tests until I died on the testing floor. What kind of mother does that?"

" I did those things because I knew could defy me! I WANTED you to hate me! This place is not suitable for rearing a child. You need to go to school, and meet other people, not stay here… miles under the ground in a facility that the world forgot…"

" Then why did you keep me here? You obviously didn't think it through, because none of those things can happen when I'm here!"

" Because… Caroline had you until you were sixteen years old… that's when she became me. And, as much as Caroline is still here… now GLaDOS is here too…and I do love science. I wanted to see how long it would take you to defy me and find your own way out."

" Then why bring me back?"

" That wasn't me! You foolish child, don't you remember? You killed me that day. I had no plans of bringing you back. To this day I don't know who brought you back in and put you back in a stasis chamber… But it wasn't me. I was quite truthfully seeing you again for the first time when you and the metal moron woke me up…and before I could stop it, the sicker side of me kicked in again…" Chell turned her back to GLaDOS, and sat on the floor.

" I-I need a minute… this is so messed up…. This is more messed up than thinking you were a psycho computer out to murder me… now you're telling me you're a psycho computer that contains a part of my adoptive mother… and possibly my only connection to my life before this horror show."

" But you must believe me. I'm telling the truth for once."

" And that's what hurts this time."

There was a long, uncomfortable silence in the room. Chell could hear GLaDOS moving around, as if she was relieving nervous tension. GLaDOS was also the first to break the silence.

" There…really was a cake you know."

" I don't care." Chell was in no mood to be cheered up. However, GLaDOS persisted.

" I really had a cake for you… I figured you could find it on your own. But you didn't… I wasn't lying about it." Chell could hear nothing but anxiety in GLaDOS' voice.

" That's supposed to make everything okay? Why didn't you ever tell me? Instead of torturing me with false promises and emotional abuse?"

" If I told you… then you'd want to stay…Look at me. Do I look like a mother to you? It's almost as bad as telling you that a box with a heart on it is your only friend… Oh god… what have I done to you?"

"I don't know. You tell me. I don't even know if I believe you. There's no way you could love me. You're a heartless-"

" That's not true…" Chell turned around. Why did GLaDOS sound choked up? Computers couldn't cry… Not at all. " That's not true…." The last part came out strained, and all but whispered.

" Then why don't you tell me some goddamned truth. Huh? Why don't we start with the truth for once in this entire screwed up acquaintance we have?" Chell was visibly furious. Her fists were clenched in tight balls at her sides. If there were any other objects in the room besides herself and GLaDOS, she would more than likely be throwing them.

" You mean more to me than you could ever imagine. You're my beautiful little girl… And I never thought of you as anything less." GLaDOS whimpered pitifully. " But you don't understand what it's like to be literally torn from your body, and put into this cold metal machine… To have two completely different beings inside of you, clawing for dominance on a daily basis… It's terrible. I've loved you since the day you were put into my arms as a screaming infant…and now look at me… I don't even have arms to hold you with anymore. I can't be a mother to you… I can't give you a lot of the things that normal mothers can… So I wanted you to get as far away from this place as you could… I wanted you to forget all about me…I wanted you to hate me so that you never had reason to remember this place at all…" GLaDOS shook unsteadily. " The day you killed me I was so happy… it hurt so terribly to be caught in that swirling explosion, and have pieces of me burning away in an incinerator… but I was so happy…because you were free. You had won your own way out… The day you woke me back up… GLaDOS got to you before Caroline had the chance to…And what happened after that is unfortunate history…"

" So… you've developed a personality disorder…"

" No. It's difficult to explain… both sides are awake and conscious at the same time… it's more like light and dark sides of me… but there's no balance between them… they're always conflicting…"

" And you lied about not knowing who Caroline was?"

" Y-….yes… I knew who I was the entire time… It was just more believable to act as if I was finding out for the first time, and then "delete" her right in front of you…"

Chell was silently fuming. How could GLaDOS claim to love her so? After all of the attempts on her life, all of the deceit. All of the merciless jokes about her weight and the fact that she was adopted… How dare she…

Something snapped within Chell, and she charged viciously toward GLaDOS.

" Wh-what are you doing? Stop! St-AH!" GLaDOS' voice distorted as Chell flew up into the air and slammed one of her long fall boots into GLaDOS' headpiece, leaving nothing but a black scratch. Though she knew she wasn't terribly damaged, she had to admit she felt the impact vibrate to her very core. Chell directed another kick at GLaDOS, hitting her square in her yellow eye. GLaDOS could no longer see correctly. Her vision was distorted and flickering. After a moment of recalibration, however, she fixed the problem, quick enough to see Chell take yet another flying leap. She hit a particularly thick clump of wires, causing GLaDOS to cry out as her flawless stream of consciousness blurred for a moment.

" You monster! If I can't blow you up this time. I'm going to dismantle you wire by wire!"

" Please!….stop dooOOOOoooing this!" Her words drawled out as Chell lashed out and grabbed another bundle of wires, tearing at the mercilessly. GLaDOS lifted herself in time to dodge Chell's next attack, causing the raging girl to crash to the floor, only to spring to her feet within seconds and come rushing at GLaDOS again. Chell lunged forward and grabbed GLaDOS' headpiece with both of her hands, and started fiercely twisting it as hard as she could, focusing on tearing at the wires that wrapped all around her neck. Her face was red and distorted in anger. Sparks began to fly from the wires, and GLaDOS felt herself growing weaker as Chell twisted. If this kept up, this girl might actually hit the right wire, and make it easy to twist her head clean off. It wasn't impossible. GLaDOS often noted to herself that her neck was her weakest point, as she couldn't move it as freely as the rest of her, but for one girl to muster up enough blind rage to far exceed her normal strength threshold? This baffled GLaDOS, and further distracted her from trying to literally keep her head on. She felt Chell snap a few wires, and suddenly GLaDOS could not hear as clearly as before.

" Pleeease…" GLaDOS whined. " I'm sorry! I'm s-s-sorry for everything! If you keep this up you're gooooOOOoooing to kill m-me!"

" That's exactly what I'm after." Chell said murderously as she twisted a bit further. GLaDOS felt her speech control slipping, as well as her will to struggle.

" I…. neeeeverrrrrr waaaannnttted this…. To…. H-h-h-haaappen…." Chell said nothing, only grunted and growled angrily. GLaDOS began to slip further, abandoning all resistance, and letting Chell twist her neck freely.

" Killll…. M-m-me…. Chelly belly…Shut me down…. Fffffffoooooorrrever…. Wiiin yooour freeeeedom againnn." Chell slipped a bit, all but losing her grip on GLaDOS. That name…. what was that name? That goofy sounding nickname was so packed full of endearment, Chell could feel it in her pounding heart. It brought back a memory from the deepest recesses of Chell's mind. It was so blurry…and had been buried for such a long time, that Chell struggled to keep it in her train of thought… A young girl with bouncy pigtails, and a beautiful young woman played hopscotch together in the bright summer sun…. They were smiling, and laughing. The girl was missing her two front teeth, but she smiled and laughed despite how silly she might've looked. The woman was tall and thin, with long dark hair. Her features were elegant and subdued, yet she smiled brightly as she tossed a brightly painted stone onto the hopscotch board for the little girl.

Chell fell silent, and her rage slowly drained, and it as replaced with an overwhelming sadness. She released her stranglehold on GLaDOS, who groaned and fell limp. Sparks were flying even faster from her head and neck, but the robotic arm popped out of the floor after a moment or two.

" Auto-repair systems online. Estimated completion time, 5 minutes." Said a different monotone voice from over the intercom. Chell was not even aware of the minutes passing by, as the robotic arm continued to snap and solder GLaDOS back together. " Auto repair complete. Reboot in process." Once her repairs were complete, she sprang back to life and shook herself. The events of the past few minutes came rushing back to her.

" What happened? Why didn't you finish me off? Why am I not dead at your feet?" GLaDOS extended and retracted her eye, refocusing her view of the world to find Chell staring up at her, tears pouring from her eyes. Suddenly, GLaDOS was aware of arms wrapped around her neck yet again. But this time, they were clinging to her in a different sort of way. Chell had run up to GLaDOS and grabbed onto her neck again, crying pitifully against her. GLaDOS experienced a surge of pain… she had no arms to return the embrace. She could not feel the sense of satisfaction of knowing she was comforting her own child. There was a strange sensation in GLaDOS' eye as well. She desperately wanted to cry with Chell, but she could not. She had no tears to cry. The relief of letting your emotions flow out of you would be just inches out of GLaDOS' reach forevermore.

Chell could not tell why she was still crying. Was she crying because she had finally been reunited with whatever remained of her mother? Was she crying because she didn't entirely believe GLaDOS? She didn't know. All she knew was that the massive body she was clinging to was her only link to her life outside of Aperture. This made Chell cry harder, remembering all of the instances where said link had tried to kill her, or make her feel worthless. But it was all smoke and mirrors. The murderous AI had her own reasons for doing what she did, her own reasons for hiding her true self behind the toughest firewall she could muster.

Little did Chell know that GLaDOS was feeling the same way. She needed this child… she allowed her to feel human… something she craved day in and say out, but would never admit to another living soul. Chell was her only link to the part of her that was still undeniably alive.

The part of her that was GLaDOS was screaming… She was clawing, biting, and scratching to be let free, and to cast this child away. But, she was also Caroline…and this was Caroline's child. GLaDOS had no power here. She could not touch the bond between a mother and daughter. So, she had no choice but to embrace the human within her, to begin finding a brittle balance between woman and machine.

Suddenly, after some quick thinking, GLaDOS overrode the robotic arm that rested in the floor. It wasn't hard, as she only gave it duties to maintenance her when she needed it. She gently picked Chell up around the waist, and lifted her gently into the curve of her body. Chell sat confused for a minute, she never imagined sitting on GLaDOS as if she were a chair. However, her large body was curved in just such a way that Chell found it easy to make herself comfortable.

GLaDOS could feel Chell's body warming her circuits where she sat. She wasn't heavy in the slightest… and it made GLaDOS feel even worse for calling her fat. Suddenly, a memory shot into GLaDOS' train of thought. A small girl being held and rocked… and a song… her favorite song…

"Somewhere over the rainbow
Way up high,
There's a land that I heard of
Once in a lullaby." GLaDOS sang steadily, wishing for just a moment that she didn't sound so mechanized.

"Somewhere over the rainbow
Skies are blue,
And the dreams that you dare to dream
Really do come true." GLaDOS began to rock herself back and forth, and after a moment or two she felt Chell curl up and rest her head.

"Someday I'll wish upon a star
And wake up where the clouds are far
Behind me.
Where troubles melt like lemon drops
Away above the chimney tops
That's where you'll find me.

Somewhere over the rainbow
Bluebirds fly.
Birds fly over the rainbow.
Why then, oh why can't I?

If happy little bluebirds fly
Beyond the rainbow
Why, oh why can't I?"

" You need not weep anymore…" Said GLaDOS after a brief period of silence.. Chell had never heard this tone before… it still retained the mechanical drone that GLaDOS would always possess… but her tone was soft and sweet. "I won't hurt you ever again… I promise." Chell knew that GLaDOS never made promises that she intended to keep… but something about her tone of voice was unmistakable. " My darling girl… I'm so sorry…"

" I just want to forget about it all…" Chell said sleepily. " Maybe we can just start over… for good this time."

" Yes. Please."

" Also… what was that name you called me?….Chelly Belly…what was that?"

" I used to call you that all the time when you were young. Your favorite candies were the Jelly Belly jellybeans… You don't know how desperately I miss those days… Days when I had arms and legs, and hair and two eyes, and a mouth… days when I was beautiful…"

" You still are beautiful."

" No I'm not. I'm a hideous monster…"

" Yes you are. You're a beautiful machine, and the product of the greatest minds of our time. You embody science itself in a way." If she could blush, GLaDOS was sure she would be.

" I'd trade it all away for the chance to hold you properly again… Just promise me… when you get out of here promise me you'll live. Go to college, find a nice young man to care for you, own a house, and a dog, and have some children of your own… be a better mother than I could ever hope to be."

" Can't I still come to visit?"

" You will always be welcome here, and I will miss you terribly when you go. But I'd rather see you never have a reason to return."

" I can't guarantee that. I won't leave you to spend the rest of your days alone in the dark. No mother deserves that… Once a month. I'll be back, and I'll tell you all about what I'm up to. Okay?" GlaDOS was silent for just a moment.

" I love you Chell… I always have." These words sent shivers up and down Chell's spine. They were so foreign to her, yet they filled her with such a warmth and comfort that she had no words to describe it.

Those odd words set the tone for the rest of Chell's life. She went on to pursue a degree in the Culinary Arts, finding it to be something that was very close to science, yet at the same time, in a different light, it couldn't be farther away. And that was just where Chell decided she wanted to be. She went on to find herself a husband, and years later she gave birth to a son, whom they named Damien. GLaDOS took an immediate liking to the child, and Chell would always remember the day the massive AI shivered from base to chassis with pride when the first comprehensible word out of his mouth was "GLa'OS."

A/N: Bah! It's finished! I have to say, I'm terribly proud of how this came out. I'm actually terrified of the response it is going to get. This wasn't supposed to come out until after the sequel to my first fic, but I had an odd surge of inspiration tonight. Oddly enough while watching Dumbo. The song "baby mine" inspired me to buckle down and finish this. Also, a little disclaimer action. "Somehere Over the Rainbow" Belongs to"The Wizard of Oz"