AN: Hello and thank you for giving my story a read! I was a bit late in the game getting fully into Portal and Bioshock (I knew enough to get the jokes, when it first came out my computer couldn't handle Portal or Bioshock), but better late than never. And now that Portal 2 is out, I've fallen absolutely in love with it. So, what better to show my love/fandom than to combine the two! It basically follows along the plot of Portal 2, but with heavy Bioshock tones. Also, there will be human!Wheatley/Chell later (or Chelley as some call it), so if you don't like it, I guess don't read. Also expect some gore and violence. If I come up with anything else, I'll be sure to give due warning so as to not offend. But for now, read on and I hope you enjoy~!

Also, if I borrow any dialogue from either game, it will be marked by being written fully in italics. I do not claim these parts, but felt I needed to borrow them for the purposes of the story. If this is an issue, please inform me and I will rework the parts they are contained in.

Somewhere beyond the safety of sleep, a garbled voice seemed to drag itself to life and croaked out its automated message.

"Good morning," the male announcer gurgled. "You have been in suspension for -SEVEN HUNDRED THIRTY- days. In compliance with Rhapsody Laboratories regulation, all testing candidates in the Rhapsody Science Extended Relaxation Wing must be revived periodically for a mandatory physical and mental exercise."

Groggily, the woman stood up from her bed, gazing around the room in silence after the voice's instruction. It looked much like a hotel room, though dusty and dimly lit. Despite an artificial window taking up the wall to her right imitating sunlight filtering through paper screens, she could barely make out the sound of…water? As if the room was submerged, somehow.

"You will hear a buzzer." the announcer interjected her thoughts. "When you hear the buzzer, look up at the ceiling."

From the same speakers, a jarringly loud buzz sounded and the woman turned her grey-blue eyes to the ceiling. It was as uninteresting as the rest of the room, except for what looked like a track that wound toward the closed door. The room was feeling more like it belonged in a hospital, the more she thought about it, despite the dust. How long was seven-hundred and thirty days, exactly? Before the announcer's next interruption, she concluded that it was two years.

"Good. You will hear a buzzer."

'Obviously…' she thought to herself with a displeased scowl.

"When you hear the buzzer, look down at the floor."

Again, the loud noise sounded and she looked down at her bare feet. The carpet felt stale, obviously un-vacuumed for some time. Not that it would help the dingy grey color any. She made note of her attire as well: they seemed to have her dressed in blue worker's overalls and a short-sleeved shirt of about the same color. Over her right breast was a logo of some sort…a circular design made by curved triangles…

"Good. This completes the gymnastic portion of your mandatory physical and mental wellness exercise."

'Exercise? Hardly…' she sighed, rubbing at her stiff neck as she lifted her gaze again to its normal level.

"There is a framed painting on the wall." the announcer informed her next. "Please go stand in front of it."

She managed to stagger around the end of her bed to approach the painting, finding that her legs had not quite gotten the memo that she was awake now and that they had work to do. Sure enough, a very unimaginative landscape painting greeted her on the wall, a reproduction print of some sad, long-forgotten artist's attempt at a masterpiece. Not that she could do better, of course.

"This is art. You will here a buzzer. When you hear the buzzer, stare at the art."

'But I'm already staring at the-'

The buzzer sounded and caused to her flinch slightly, but she continued staring. It was a mirror-smooth lake with a simple house on the shore, pine trees around it and far in the back was a snow-capped mountain. Ticking could be heard through the speakers and she imagined that it was giving her time to…appreciate the art?

"You should now feel mentally reinvigorated." the announcer finally claimed.

'I don't.'

"If you suspect staring at art has not provided the required intellectual sustenance, reflect briefly on this classical music."

She was met with an echoing version of Beethoven's Moonlight Sonata, which made her feel even less 'reinvigorated' than from staring at the painting. Because the speakers made everything sound as if spoken through water, the melody was haunting and unpleasant…she hoped it would stop soon. It did, the song interrupted by the buzzer.

"Good, now please return to your bed."

With little complaint, she crawled back into the bed, making vague note that there was a groove forming in the mattress that fit her body perfectly. Would it be another two years before she was awakened again? Just to do the same set of tests, then instructed to sleep once more? It was something she could worry about in her dreams as they welcomed her back with open arms, she was far too tired for anything else.

It didn't seem much time had passed since her last awakening when the garbled voice woke her. But something was different.

"Good morning. You have been in suspension for nine nine nine…nine nine ni-" the announcer tried to inform her, though now sounded even further obscured by water and glitchy. "This courtesy call is to inform you that all test subjects should immediately vacate…"

The voice faded out. With knit brows, she sat up quickly and swung her legs out from under the covers, standing to looking around in the silence following the abrupt end of the announcement. The room was now dark, only the emergency lights along the floor by the far wall providing illumination. What had he been saying? All test subjects should vacate…what was going on?

She could hear what sounded like creaking pipes and somewhere far in the distance water gushing and perhaps…screaming. Even in her room she was noticing cracks that had formed in the walls and realized that the carpet was damp, feeling it squishing under her bare feet as she explored. But before she could make any sort of sense of the situation, a frantic knocking came at her door, reeling around to face it with wide eyes.

"Hello? Anyone in there?"

This new voice was clearly not a recording and that she could tell, it was a male and likely from British origin if she was hearing the accent right.

"Helloooo?" he implored again, his tone full of fret. "Are you going to open the door? At any time?"

Not wanting to be rude and, quite frankly, wanting an explanation for where she was and what was going on, she made her way over to the door and carefully turned the door's handle. He apparently heard the noise and gave a cry of triumph.

"Ha! I knew someone was alive in there."

But as she opened the door, instead of greeting another human being she stood staring at a spherical device of some sort that was attached to the ceiling-rail that seemed to also run along the hallway beyond her room. The sphere resembled an eyeball with a bright blue iris and black pupil, encased in a dinged-up grey metal case and two protruding handles on its top and bottom. Upon spotting her as well, the sphere's pupil shrank and it seemed to jump back in surprise.

"AH!" the British voice emitted from the sphere, marking 'it' as a 'he'. "Oh. My. God. You look terribl-"

Her eyes narrowed at him; she didn't need a mirror to know that she likely looked like a wreck. After all, she had been asleep for at least two years when she had last been awakened. In fairness, it was mostly just her dark brown hair that was sticking up everywhere, having long been pulled loose from her simple ponytail. Her skin was paler than it had been and bags had formed under her eyes, but she still seemed to have retained her physical fitness for the most part. While still staring the British sphere down, she pulled her hair tie out and smoothed back her fly-away hair, pulling it back into the ponytail in her best attempt at improving her appearance.

"Umm…good," he managed to correct himself with a hopeful tone, clearly not wanting to offend her. "Looking good, actually. Are you okay? Are you- don't answer that. I'm absolutely sure you're fine. There's plenty of time for you to recover. Just take it slow."

The woman nodded, relaxing a bit after her initial surprise. But the momentary peace she felt was interrupted as the speakers seemed to come back to life long enough to make another announcement.

"Please prepare for emergency evacuation."

Clearly demanding answers, she looked again to the sphere who seemed to be just as startled as she was.

"Stay calm!" he implored her, gliding into the room over her head on the rail. " 'Prepare' - that's all they're saying. 'Prepare.' It's all fine. Alright? Just- let's have a seat here on your bed, yeah? Let me explain the situation."

Nodding again while he watched her, she closed the door before seating herself on the edge of the bed. As the moments passed, she was gathering more questions than she was answers…where was she? How did she get here? What was happening? Why was their a reason for an emergency evacuation…or even the preparing for one? And what was with this eyeball?

"Well, firstly, I should introduce myself," he began, gazing down at her from his rail. "I am Wheatley. And you are…I mean, I already know who you are because of the file we have, though it looks like your last was omitted. Strange, eh? So, you're Chell."

She nodded in reply, vaguely recalling having filled out an application form at some point in the past…that must be what he was referring to.

"Not much of a talker, are you? Well! That's fine, that's fine, don't need to do a lot of talking right now anyway. That could also be the slight case of serious brain damage, we'll need to have you tested for that. Most subjects do experience some cognitive deterioration after a few months in suspension and you've been under for…well, more than a few. Quite a few, really, we'll need to do a check as soon as possible. But we can worry about all that later, for now you just need to be a good listener."

Chell was staring at him with wide-eyes and a worried expression. Wheatley was quick to babble on reassuringly.

"Don't be alarmed! Although, if you do feel alarm, try to hold onto that feeling because that is the proper reaction to being told you have brain damage. I'm sure it's nothing, just…just shock. Yes, that's it. Pretty shocking to wake up to such a mess! I mean, not just the room…the room is pretty damp and the lights are off, but what I really mean is that, well- well, to be honest, the whole facility has gone to hell in a hand basket and we need to get out of here."

Wheatley sighed, gazing around the room as he spoke while Chell listened quietly, hands in her lap.

"This is Rhapsody Science Enrichment Center," he began to explain. "I don't know if you remember that, but we are on the cutting edge of science and technology in all the world. A lab hidden deep below the ocean far away from the rest of the world so we could study and test whatever we wanted without worrying about the public going 'oh, you mustn't do that, it isn't right!' or 'oh, it's too dangerous to inject people with mantis DNA!' It was the perfect environment to further science, it was! Well, until the plasmids got out of hand, that is…"

Chell tilted her head to one side, curious. He took it as his cue to continue.

"It started here in Rhapsody, but I hear the same thing is going on over at the main city, Rapture," Wheatley spoke with a grim tone, focusing on looking at the waterlogged carpet. "Plasmids were our pride and joy and Rapture was always clamoring for more and more. New powers, stronger, better…it was crazy! What we did here was to extract unstable stem cells from this particular sea slug parasite and use them to make the body do things it normally could never do through a serum made from it we called ADAM. Levitating things, sending bolts of lightning from your fingers…it was amazing, we made people into Gods! Everything and anything was possible! But…turns out that playing with the human body is really dangerous and ADAM is really, really addictive. Like ice-cream. The test subjects we had started going bonkers, like really violently. Setting fire to the labs, ripping down cameras, setting the mantis-people loose. We had to shut down most of the facility just to keep things together. We'd pumped them so full of ADAM that they're hardly human anymore…we call them Splicers now. Nasty lot, but strong and they're organizing."

Chell sat in horrified silence as her mechanical companion continued. Gods and mantis-people?

"I don't know how Rapture's doing at this point, they stopped communicating with us sometime last year while they were in the middle of some sorta civil war. Can you imagine? A utopia under the sea tearing itself apart at the seams…and what we've done here is to blame. I can't say I'm happy with the results as they are now, but at the time- well, we were just doing science, after all. Agh, I'm babbling…I can tell you more about the whole thing along the way, but what we need to do is get you to out of here and up to my lab."

The sphere slid along his rail and indicated the closet.

"You should have a pair of special boots in here, though I'm not sure if there are any socks," Wheatley looked apologetic. "I know I'd hate wearing shoes without them, but luxury is not really an option at the moment I'm afraid. But, while you're on your way, I'll see what I can find. So, think of that as…incentive. No, a prize! But the boots, right…those are one of our less-deadly inventions that never found any real application over in Rapture: the long-fall boots!"

Chell had approached the closet during his spiel and retrieved a pair of tall boots with braces along the back, straps across the front and instead of having a proper heel, they had a curving, springy strip that almost resembled a crowbar where it touched the floor. She raised a brow, but slipped her legs into the boots, adjusting the straps before standing again, testing them.

"Those, I am happy to report, will actually keep you from harm," the sphere reported in a happier tone. "They may not look like much, but you could toss yourself off the edge of the Grand Canyon and not only will you land on your feet, but you'll be right as rain! We started issuing these to all our testers after we learned that while we could make plasmids for jumping really, really high, the impact coming back down wasn't so pleasant. What a mess that was, lots of broken legs…just, outright shattered bones."

She blinked up at him and he shook himself with an awkward chuckle.

"There I go, going on and on again," he swiveled around and headed for the door, Chell opening it for him and they both entered a dim hallway with many other doors that resembled hers, some ajar. "This, where we are right now, is the Relaxation Wing. We needed a lot of test subjects, but not all at once, so we kept them in a storage of sorts. Think of it like being on permanent vacation, but you spend most of that time sleeping and the rest running test courses requiring use of our latest plasmids...against mantis-people."

Chell simply nodded and followed behind him, peeking into some of the doors that were open. Those rooms seemed to be in the same state of ruin as her own, but in none of them could she spot any life. Had they already been evacuated and now it was her turn?

"Fortunately, the Splicers never reached this area of the facility," he commented, though looked around thoroughly enough. "Unfortunately, the power to the whole place is slowly starting to fail and I do not want to be trapped down here when it does. Even more unfortunately, we're gonna have to get you through the areas that the Splicers did take over in order to reach my lab. But even more unfortunate than that, there's also the trouble with the facility itself. You see, it's run by an advanced form of network involving ADAM, lots of wires, electricity…to put it simply, though, we figured out a way to channel out brainwaves through these robotic vessels and the one running this place has lost her last marble."

He turned to look at Chell, who had stopped in her tracks with a puzzled look, squinting up at him.

"Uh, you didn't think this was all of me, did you?" Wheatley blinked and then chuckled a bit. "Oh no no no, definitely no! I just plugged myself into my Remote ADAM Consciousness Control Cable and here we are. I'm actually sitting in my lab with my RA3C because, to be honest, I can't risk going to where you are myself. Ah, that's only because I'm no good fighting against those Splicers and I'm not so keen on having them tear me apart, which is one of their favorite activities. Not that I'm afraid of them, that is! I'm not, I'm not…just, I can't risk getting killed since I'm one of the last sane people in the place that can get us out of here."

Chell just nodded before looking further ahead to a heavy metallic door at the end of the hall.

"Just beyond that door is one of the main walkway rings," Wheatley explained, the pistons holding the door beginning to hiss and billow out steam as they pulled into the walls, the sound of gears grinding inside. "We're going to head to another safe area nearby. It's one of the few labs they haven't wrecked and has one particular set of plasmids we're going to need if we want to get you through the test chambers and up here to the personal labs."

She stood back as the door slowly lowered into the floor, revealing a glass corridor branching in two different directions. Chell gasped and walked past where Wheatley was to press her hands against the glass, gazing into the ocean surrounding the walkway ring. It was dark, but the facility had lighting from outside and within that allowed her to glimpse the seabed and the odd fish that swam by.

"Yeah, amazing, isn't it?" he chimed in, hovering just behind her shoulder; the railing ran the full length of the corridor as far as she could tell. "Normally I'd ask you not to smudge up the glass, but hey, the place is already a disaster. You can do whatever you want, so long as we get out of here in mostly one piece. Though, we should keep the sight-seeing to a minimum since, you know, the whole place is crawling with Splicers and I can't guarantee that the safe places will continue being, well, safe."

With a sigh, she stepped away from the glass and she nodded up at the sphere. He zipped down the corridor heading west of the Relaxation Wing, Chell walking briskly along behind him. It was a brief moment of silence between her and her new companion, which she was thankful for. She had hardly been awake more than five minutes and her head was spinning with everything he'd told her. Somehow she had come to reside in a scientific testing facility deep beneath the sea run by a crazed woman and it was now overrun with her former human test subjects that had superhuman-if not Godly-abilities...or possibly mantis DNA. In a word, it was terrifying and she knew that things would likely get much, much worse.

Wheatley, meanwhile, reflected on his luck in finding this seemingly mute woman. A shame she couldn't talk, it had been ages since he'd last spoken to someone who wasn't out of their mind on plasmids. Well, he hadn't made much of a point in speaking with the active test subjects, it was his job to watch over the ones who were artificially asleep in the Relaxation rooms. They never really talked, except for a few who screamed profanities when they were awoken for their mandatory physical and mental exercise. But unlike them, Chell said nothing. She only nodded and listened to him, doing what he asked without questioning or cursing or attacking him like the last five had. He might not be there physically, but the damage done to his Consciousness Core connected back to him and it was never pleasant when the test subjects assaulted him with various objects found in their rooms…especially lamps. He hated those lamps. But, as far as he was concerned, she seemed much more promising than them all, even though her file had stated that she was 'abnormally stubborn' and 'should not be tested.'

"Ah, here we are!" he exclaimed as they were coming up on another sealed door. "This is the Aperture Lab, our lastly constructed module and home to the very last plasmid we developed that never even reached Rapture. Which, is a good thing, considering what it does."

Chell gazed up at him uncertainly, but the sphere seemed both proud and excited.

"You see, 'aperture' is just another fancy word for 'portal' and that's exactly what we created! The very first plasmid to utilize both hands in its use and it would have opened up nearly infinite travel possibilities! You put one of the portals on one wall, and then the other someplace else! Step through one, out the other! No mess, no fuss, no pain! And it's this plasmid that's going to get us out of this hand basket. That, you know, is heading to hell. Hell in a hand basket…I did use that description earlier didn't I?"

She swallowed her worries and did her best to look confident as she smiled up at him with another small nod: despite it all, at least she wasn't alone in all this and while he never stopped talking, it was better than the eerie silence the facility currently offered. He was actually amusing to boot. Wheatley seemed to pause for a moment while looking down at her from his rail and far away in his lab, a slight blush bloomed on his freckled cheeks.

"W-well! Of course, back to business," he stammered, turning to the door and accessed it. "I promise that we'll both get out of here, minimal troubles, maybe a few bumpy patches here and there but in the end, mostly in one piece and on our way back to civilization. Yup."

Chell merely waited for the door to open, hoping that getting out wouldn't take too long.