A/N: More fluffiness. With a GLaDOS!POV this time. Yeah, I know, I'm addicted to fluff. Whatever. It always goes in that direction somehow. Oh well. I spent all day cleaning so now I'm tired so forgive me if this piece is substandard. I'm tired as hell but I just so wanted to write it out. And...I might have to add, with no offense intended, I don't ship these two although I do love to write about them. It's purely family/friendship. So...just being frank about that, like I said no hate toward anyone who does. n_n

Disclaimer: I only own the computer I'm writing this on.

x x x

Observing humans.

That was her job.

Right after maintaining the vital functions of the facility, of course. But as far as what she enjoyed doing, testing and collecting data on live subjects definitely took the cake. No pun intended.

So why exactly did this time feel weird?

Well, for starters, she wasn't testing right now. Rather, a homicidal and not-exactly-mute former test subject had fallen asleep just a few feet away from her. Face-down in a textbook, unsurprisingly. GLaDOS absolutely did not believe it was a coincidence that the human always brought her studies with her on most visits. She had an infinitely brilliant mentor to consult with, after all.

This, however, was quite different.

The AI shuffled back through her memories (which took only a fraction of a millisecond, naturally), only to confirm her realization. Indeed, this was the first time she had seen a sleeping human.

There were a variety of reasons for it. For one, she constantly circulated adrenal vapor in the test chambers. If a subject were to collapse from exhaustion, she merely dispatched a testing drone to administer a direct injection of adrenaline. Science had ways of circumventing the primitive human needs of rest and nourishment.

Without warning, Chell yawned and shifted in her sleep. GLaDOS twitched a bit, taken aback by the sudden movement. She leaned in closer, her optic only a few inches away from the sleeping human. Her eyelids fluttered briefly, a few unintelligible mumbles coming forth.

Stage three of the sleep cycle, also known as REM sleep. The computer pondered the thought for a moment. It was very strange feeling of dissonance to be aware of knowledge that one had not acquired through direct observation. She knew what was taking place in front of her, but she had never actually observed it. And, perhaps worst of all, were the emotions of curiosity and interest that filled her because of this fact.

Most vivid dreams take place during this stage, the deepest stage of sleep. She wondered if Chell was dreaming. The woman had a smile on her face, so if she was dreaming, it definitely wasn't about her time at Aperture. That thought brought a feeling of mixed emotion from her. It took a lot of mental fortitude to continue believing that she didn't care about this human…either in respect of what she had done to her in the past, or the relationship they currently had.

Perhaps the most fascinating thing about watching her sleep was the profound vulnerability of the act. Chell had always appeared that way to her, in all honesty. All humans did. Their mortality itself represented their tentative connection to the physical world that could so easily be severed. But this was a different kind of vulnerability, an almost childlike innocence. Much to her chagrin, GLaDOS found her former animosity toward the human, which she had reluctantly shelved, to be further from her thoughts than ever before.

No, something else had replaced that resentment. It was that feeling that she always, without fail, wanted to blame Caroline for. It was a feeling that only a human would feel, not a sentient operating system designed for callous experimentation. The fact that she had developed such maternal emotions toward a human filled her with aggravation.

She was all too aware, after all, of how a mother's love felt. Caroline's presence would send out that intense emotion every now and then when her daughter was involved. And rather than feel disgust at the fact…it made her feel jealous for some godforsaken reason. After all, hadn't she taught Chell to be so clever and resourceful? With everything she had put that woman through, there was nothing in her short human life that would ever be much of a challenge. She deserved plenty of credit for that, attempted murder aside.

Looking down at the sleeping woman, she couldn't help sending a stern thought toward Caroline. She's my daughter too, you know. Though I don't generally 'share,' as you might have already realized. So consider yourself lucky that I'm willing to make an exception in this case.

There was no response to her admonition, as was fairly typical of the woman. She seemed to drift in and out of sentience, perhaps as a consequence of the transfer. Even GLaDOS wasn't entirely sure herself what state Caroline existed in. But she certainly did wish she could attribute more blame to her for her frighteningly human feelings. Like the horrifying one that was running through her right now…

She wished that she could touch her. Stroke her hair fondly and perhaps sing a little lullaby. Chell was already all grown up, true, but a mother would forever have those tender sentiments toward their child.

And boy, did that ever disgust her. If she had been a human, she would have taken a shower and scrubbed herself with a wire brush. Wasn't this the same woman she had desperately wanted to kill? Feeling this affection toward her had to be wrong on some astronomical level.

But the truth was, she didn't have anyone else. No one had ever acknowledged her as anything more than a machine. A machine that could talk and think, perhaps. But beyond that, she was only an experiment meant to house a human. Nothing more.

The universe certainly had a bizarre sense of humor. Because through all of her murderous, tantrum-ridden antics, potato and all, only one human had been able to tame her. And now here she was, finding her own strange brand of humanity by simply watching over her.

And how strange it was, too, that she had the opportunity to end a life and hadn't even considered it.

Chell knew that, no doubt. She wouldn't be here if she thought otherwise. GLaDOS found that thought to be, at the very same time, a horrible insult and a glowing compliment. Someone trusted her.

But even worse…someone could trust her and be right.

In any case, night had already fallen on the surface. She supposed she might as well let Chell spend the night here, even if it did mean having to look at her and have these…feelings for the next few hours.

With a gentleness that she had never thought herself capable of, she extended a claw forward to encircle the woman's sleeping form. She could never truly embrace her like a mother would. Caroline, too, had been deprived of seeing her daughter grow up and be happy.

So GLaDOS decided on a concise, mathematical solution to the problem. She would just have to love Chell enough for both of them.

When she spoke, her voice was soft and ever so slightly begrudging. "Sleep well, cara mia."

A/N: Eww, I feel all gross and fluffy now. I need to watch some murdery stuff now to redeem my BAMF-ness. Reviews are still loved, they fuel my doomsday machine.

Note: I just noticed that Portal section now has the option to pick which characters are in the story! Unfortunately...all names show up as "Zhang Fei" on the actual story itself. What is this I don't even. Fanfiction dun goofed. This better be fixed when I come back tomorrow.