A/N: Well hey there. This is a one-shot originally written for the Portal Kink Meme, where babby's first fill turned into some kind of weird rambly psychological adventure in character analysis. The original prompt was pretty simple-"Wheatley hates being human. Then Chell comes along and nothing changes". TOOK IT AND RAN and maybe got a little carried away, haha. What I'm posting here is actually a bit of a re-mastered version, all cleaned up and with a few added scenes.

Off we go! Hope you guys enjoy.

He still feels it—hopes he still feels it, hopes it's not a trick of his exhausted mind as he hovers on the threshold of waking and sleeping, the strange, half-conscious hour where he can't tell what's real and what isn't. But he swears it's still there, the electric, all-consuming sensation of controlling, of being the entire facility. There's no mistaking the pulse of raw energy, the hum in his ears. He remembers what it was like and tries to hold on, using those strange, in-between moments to relive it as best as possible.

It's different now. It manifests as a tingling in his extremities, a twitch of the fingers as though each motion adjusts a panel or shifts a test chamber. All the while he tries to recapture the exact exhilaration of being the greatest, most powerful machine to ever exist in the history of all that is science.

Inventions of a tired, addled, not-entirely-stable brain, yes, but he has to believe it because he doesn't know what he'll do if the feeling slips away.

Lines of imaginary code burn behind his eyes. He's already forgotten what they mean.

"Inefficient" is a good word, he thinks.

He lacks the references, the ever-present and oh-so-helpful protocols that, in more robotic days, would have found the exact, precise, perfect phrasing for his miserable state, delivering it to him instantaneously for immediate use. But "inefficient" seems adequate, encompassing everything he's ever loathed about smelly, ugly, stupid humans and their smelly, ugly, stupid processes that usually involve some pointless, unpleasant combination of fluids and orifices.

"Inefficient" is good enough.

In those first excruciating days, the ones right after She unceremoniously dumps him into an endless field, naked, bewildered, and bleeding, he tries to convince himself that being smelly, ugly, and stupid is a preferable alternative to a functioning lifetime in space with that corrupted core.

She had, quite predictably, told him not to come back or She'd kill him. Fine. That was fine. Nevermind that Aperture is the only thing he's ever known. He attempts to maintain a positive attitude—he's been given a new, self-sufficient body (intended to punish him, sure, but he'll make the best of it he'll show Her), a second chance, set free into the world to see what he can find. He's escaped! He has a human brain now, not a mainframe that clouds his reasoning, dictates his every thought and action. No more being a slave to his programming. No rails. No one will tell him what to do ever again.

Optimism quickly takes a sharp downturn, however, replaced by the creeping reality of his (admittedly pathetic) situation. The human body, weak and ungainly, tires easily and after the first day or so he finds himself nearly overcome with hunger and thirst, overwhelming sensations that he doesn't recognize right away. He knows humans need food and water to survive, realizes the imperativeness of such things, but having never experienced the feeling himself, doesn't quite understand what to do about the pangs in his stomach or the dryness in his throat.

The field gives way to a flowing stream, banks peppered with sad-looking trees and bushes, which he follows, taking care not to stray too close to the water. They told him, of course, that if he got wet, he'd die, and though he is no longer made of metal, he doesn't particularly want to risk his life. Eventually, however, it occurs to him that he hasn't even seen himself, and water is as good a reflective surface as anything. Carefully, he creeps to the edge and looks.

The smelly, ugly, stupid human that stares back is a wreck. Strikingly pale and funny-looking and undernourished and gangly, the reflection is the most unfortunate ginger he's ever seen. His hair, cropped short, lies somewhere between strawberry blonde and reddish brown, tangled and matted and dull, plastered to the back of his neck with rust-colored, coagulated blood. The mess frames a boyish, albeit slightly emaciated face, though he can tell by his receding hairline and the etchings around his eyes that he is long past any sort of adolescence. Purple eyelids, sickly from too much time in stasis, hang over intense blue irises in a somewhat bewildered fashion.

He grimaces.

Thirst gets the better of him. After resigning himself to the fact that he is not only a human, but an especially hideous human, he cautiously dips a hand into the stream and raises it to his mouth.

It does not kill him, and for a fleeting moment he thinks it's a shame.

Part of him hopes there are others out there, someone to tell him what is going on, why the Outside lacks signs of civilization, but after days of walking there is still nothing and he begins to relinquish hope. As the stream becomes little more than a weak trickle, he follows what traces of life he can—long metal rails (it's always rails) hammered into the ground, cutting through the field as far as he can see. There are more trees in the distance.

When he stumbles upon the overgrown, abandoned train yard, a light flickering in one of the defunct cars, he changes his mind again, deciding that maybe he can work with this. Drawn to the glow, he peers inside to see a sort of makeshift camp—blankets and clothes, clear jugs of water, canned food, a radio, an electric lamp, a hot plate, a space heater, a generator with a crank. The only thing missing, he thinks, is the human who assembled the collection of refuse.

She doesn't stay missing for long. The brain-damaged bint must have been watching for some time and is quick to get the jump on him, sneaking up from behind and catching the side of his head with a rusted crowbar. The skin of his forehead easily splits, and when he recognizes his assailant the apologies pour forth, accompanied by no small amount of blood and the frantic assertion that yes, he is a naked man and that is quite alarming but he is not a crazed rapist, really! Promise!

The sound of his voice, however, only causes her eyes to widen in a frightening mixture of abject terror and pure, unadulterated rage.

It is horrifying, so horrifying that he can do nothing but stand motionless as she decks him square in the face, his nose collapsing under the force of her blow with a sickening crunch.

Everything after that is a painful blur, both of them overwhelmed with the tumultuous emotions of seeing each other once more, her working out anger at his betrayal (for which she never received closure), him cowering and gushing blood as she strikes him again and again. He can't blame her. He lets her do it because even though the new realm of real, human pain is something to be avoided at all costs, he knows that in his case it's deserved.

Eventually, she calms down enough for him to sputter his deepest regrets, his truest apologies. When he tries to explain what She has done to him, her expression softens and the waterworks begin. They hold each other and cry (leak) for what must be hours and he is entirely consumed by raw, unfiltered feelings, not the programmed simulations to which he's accustomed. He hates that he can't stop the water dripping from his eyes, hates that everything, inside and out, is so messy. Machines aren't messy. Machines are efficient, and only leak if there's a problem, which ideally is never.

As they regain composure and the ache in his chest subsides, he thinks for the third time that now, now everything will be okay. She's here, she's safe and alive and she forgives him, and he'll finally start to understand what's so great about being a smelly, ugly, stupid human.

He's wrong, of course, though a few more days pass before he realizes it. She sets his nose, cleans up the blood, lets him stay, finds him clothes to wear, shares her food, wordlessly instructs him on how to function as a human being. It's appreciated, of course, and the fact that she is even willing to do these things for him staves off the creeping realization that he's still utterly miserable.

The inefficiency of the species, he decides (once the thrill of her forgiveness begins to wear off), stems largely from the fact that they are creatures composed entirely of urges. All humans do is want things. And leak. He leaks so much and from so many different places he wonders what good any of it does at all. His eyes leak when he's upset, his nose leaks when it's cold outside, his mouth leaks when he forgets to swallow regularly, he leaks red if he hurts himself by accident, and when it's too hot, all of him leaks as if he's melting. Now that he has a nose, he can, without a doubt, confirm his prior assertion that yes. Humans are incredibly smelly.

Despite the various and sundry functions of his newfound humanity, she doesn't seem to care how much he leaks, isn't bothered by how disgusting he is, and instead proves herself surprisingly considerate for a dangerous, mute lunatic, guiding him through every leaky nuance of his leaky body.

As a result, they achieve intimacy in a matter of weeks. He knows about mammalian intercourse in an academic sense, understands the emotional implications of the act (also in an academic sense), and has new, human impulses to satisfy. She has obviously been starved of same-species contact for so long that one thing very easily leads to another.

Stuck inside with rain pouring loudly onto the metal roof, they touch and kiss and fumble and undress and press their bodies together on the dingy mattress salvaged from the empty shell of a house. Everything is a confusing a tangle of limbs and hands and mouths everywhere one can possibly put a mouth, and when they collapse, exhausted, into the blankets, she breaks her apparent vow of silence and speaks to him for the first time.

She tells him her name, explaining rather sheepishly that she wasn't sure he even knew it. He does, but he isn't proud of how he garnered that particular bit of information, tearing voraciously through her file, desperately searching for a weakness to exploit as she fought her way closer and closer to his lair. The thought doesn't stay on his mind for long, though, as he realizes that she's spoken to him. Propping himself on an elbow, he gapes in disbelief while she laughs quietly at his expression (highly amusing, to be sure). Of course she can talk. Of course she's not brain damaged.

Still in shock, he unleashes a barrage of questions. Why would she do that? Was it something he did? If she'd only said something, everything could have been so much easier! He can understand not speaking to Her, but they'd been partners, hadn't they? Why does she speak to him now?

For a moment she says nothing, choosing to continue marching fingers across the curve of his shoulder, carefully making sure each digit lands on a freckle with each touch, her face a curious mask of concentration. Finally, and in as few words as possible, the answers come systematically, matching the order in which the questions were asked.

She doesn't like to talk. No, nothing he did, not at first. Talking shows feelings and feelings show weakness. If she thought verbal communication was necessary for their escape, she would have verbally communicated. Aperture Science technology is never, under any circumstances, to be trusted, no matter how friendly it seems. That goes double for AIs. And she speaks to him now because she's decided she wants to, so she will.

His chest tightens as he realizes this means she never fully trusted him, even before his episode. Had they been using each other as instruments of escape, and nothing more? Perhaps at first, sure, but even he would admit he'd come to think of her as a friend, her smelly humanness aside. He wants to protest, object to her obvious duplicity, but then he realizes back in the labs, he'd only proven her point. Aperture Science technology is never, under any circumstances, to be trusted.

That goes double for AIs.

But here, lying naked under their covers, he wringing his hands anxiously across his stomach, she against his side, tracing imaginary lines from blemish to blemish along his collar bone, everything changes. In this act, at least some semblance of trust as been achieved, he's sure of it. If the references were available to him, he'd be able to confirm the exact implications of what they've just done; for now he can only assume.

Well, and ask.

So he does. He asks if she trusts him now.

That question receives no answer. She continues her game of connect-the-dots as they lay still in the quiet.

After a very long time (or perhaps only a few minutes, he can't be sure without an internal clock), she tells him he has nice eyes.

The compliment means little to him, as he's always felt eyes, plural, were a bit unnecessary. He's only ever needed one, but in most higher-functioning organic creatures, two are apparently necessary for depth perception, something built into the default programming of monocular cores. More inefficiency.

But it's nice of her to say that, and it's nice to know there's at least one part of him that isn't repulsive to another human, though he must admit they are attracted to such odd things.

Perhaps to distract them both from the unanswered question, her wandering hands slide around his shoulders to the back of his neck while she holds his gaze and studies him intently, lips set in a hard line and brows pinched together. The tips of her fingers brush against the neat circles of puffy white tissue that begin at his hairline and trail down his neck. He doesn't wait for her to ask—the scabbed-over gouges are where She stuck plugs in his brain and spine only to rip the cords out when the transfer was complete. Sometimes they still hurt. Her hands come to rest on his face and his own run the length of her arms. They're slender, but firm and muscular and covered in strange mottled markings, fresh pink scars sticking out against darker brown where wounds have begun to heal. The same disfigurement covers her chest, spreading from sternum to both shoulders. He asks what it is and the way her face hardens makes him wish he hadn't.

Part five, naturally.

It is his turn to be silent. His master plan seemed like a good idea at the time, but then again, everything always seemed like a good idea to him. Only now, when he is not bound by programming to tell him otherwise, does he realize that every idea he's ever had was absolutely terrible. Of course she doesn't trust him. She never did, and thanks to his spectacular decision-making back at the lab, she never will.

But then why...?

He squeezes his eyes shut and, sighing, rests his head against her, whispering apologies into the swell of her breasts while she laces comforting fingers through his hair, her touch strong but gentle. The silence falls heavily around them, hanging in the thick, humid air.

In the moments before sleep takes them, he confesses that he didn't understand a word of Machiavelli.

She says she knows.

After some heavy consideration over breakfast the next morning (usually a strained affair as she forces him to eat—today, however, he consumes the meal thoughtfully and without prompting), he decides the act of human copulation is disappointing, to say the least, though he does not quite have the heart to tell her, mostly because she is positively glowing. He remembers the testing euphoria (he remembers it all the time), and though intercourse evokes a similar response, the pleasure is far more subdued and much, much messier, with (surprise) more leaking. Their initial union is thrilling in its own way as he finally connects his strange urges to a physical process that relieves them, but ultimately he finds satisfying one need only replaces it with another. The more they sleep together, the more disenchanted he becomes. He doesn't understand. Humans talk about it all the time! They love it. So what's missing?

But sex makes her happy and smiley and red in the face, so he convinces himself he's happy, happy to make her feel this way and regain her trust, even if it's all a little gross, the manner in which the parts fit together and the different ways they go about achieving orgasm. Eventually the novelty wears off and he finds himself trying to push through his utter aversion to all the sticky, sweaty touching and fluids and general unattractiveness of organics. She physically arouses him, yes, but it's the human in him, the animal side that he hates and represses (or tries to) in favor of his identity as a personality construct. Having spent his entire existence as a robot without a libido, he is unable to become mentally invested in their various carnal escapades.

He hopes she doesn't notice.

She's not stupid. She knows there's something wrong with him, that he's unhappy. For a computer built so thoroughly human, he sure can't stand living as a real one.

In an effort to remain optimistic, she tries to keep a mental list of what he does like, but ultimately it's easier to track the opposite, to better remember what upsets him and avoid those things accordingly, or attempt to. It's a long list.

He does not like water or getting wet, but he hates dirt even more. He hates being touched. He hates wearing clothes and the clumsy awkwardness of his body. He hates the steady growth of facial hair, hates having to shave, and hates how scratchy his stubble is two days after. He hates pain (obviously), hates the ache that results from using his stasis-atrophied muscles. He hates being hungry or thirsty or tired or aroused—all itches, as far as he's concerned. He hates eating and drinking because when he does he eventually has to relieve himself, and he hates that, too. He hates being in the sun, hates the way it turns his pale skin pink and sore, speckles it with more of those ugly little brown dots. He hates walking the long distances to the old, deserted towns because it exhausts him and he hates sleeping because of the nightmares. He hates that he can't read or write, hates the absence of reference programming that made everything so much easier for him. He hates the muggy Michigan summer and the sweating that goes with it. The weather is still warm, but she can safely assume he'll hate winter and snow just as much. He hates that she's taller than him by an inch or two, hates that she's effectively the one supporting them both.

She tries her best to distract him, take care of him, show him the small pleasures of the Outside, of having hands and fingers and five senses, of being able to touch and taste and smell, of moving without management rails, of running with dirt under his feet and the wind at his back, but his disinterest is practically tangible. It's infuriating how much he complains, how ungrateful he seems.

She tries to give him the benefit of the doubt. None of this can be easy. Still, she sees an unpleasant undercurrent of bitterness within him—where she hopes to recover the cordial personality sphere she'd met in the Relaxation Vault, she finds someone else entirely, and with the realization arrives a creeping uncertainty that settles into her stomach and never quite leaves. He is not the amiable (albeit mildly selfish and not-so-mildly tactless) construct that interrupted her coma, not anymore. Though he is too crippled by guilt to hurt her, the paranoid, delusional psychopath that lapsed into hysterics as the Enrichment Center crumbled around them is still there. He's gone from tiny, useless sphere to veritable robot god, only to have it all taken away again. He's irrevocably affected by what happened in the labs and he must resent her.

And why shouldn't he? She is the one responsible for his defeat (and subsequently his current state) after all. The possibility that he holds a festering, warping grudge is unsettling, and there is no good way for her to address the misconception (if it even exists), to insist that all she ever wanted was to save him from the corruption of the chassis, to escape the horrors of Aperture. To finish how they started.


Part of the problem (perhaps even the crux of it), she decides, is that, even weeks later, he still self-identifies as a machine. Though he tries not to be overt about the sentiment, he thinks of himself as inherently superior—even a robot programmed to make terrible decisions does so perfectly, because he is designed perfectly. There are no wasted efforts in the machinations of artificial intelligences and every line of code has a purpose. Humans, on the other hand, are so confusing and inefficient and imperfect that she imagines the transition from one to the other is unbearable. His situation is so far out of her understanding the attempts to help must be wasted effort.

Their reversal is cruel and painful. Where she gains her freedom, he is trapped in a prison from which there is no escape.

But she is trapped too, in different way, in a ghost world that has died and come back to life and moved on without her.

He is the only other living human on the entire planet, for all she knows, and he barely qualifies as human at all. To make matters worse, he's always found homo sapiens revolting (even if he takes care not to say it), wants nothing to do with them, refuses to understand the loss she feels for her vanished species. So it's easier if she, too, thinks of him as what he is, not what he looks or feels or smells like, no matter how badly she wants otherwise—that way she can't fault him for the way he sees the world, sees her. They are not the most empathic of individuals anyway, and she fully admits their shortcomings in that particular department. From the moment they met, their relationship has been built around using each other. For escape, for relief of his Itch, and now as an outlet for her own sexual frustration. Everything is, and has always been, a means to an end. He, a robot, a computer program, and she, effectively raised by them, struggle to connect on an emotional level.

She hears him talk to himself at night, when he thinks she's asleep, talk about itches and tests, about relaxation vaults, about the Moon, about how he misses his rail. There's a battery-operated flashlight in the pile of things she's salvaged and sometimes he stares at the ceiling, turning it on and off, watching the light dance on the walls.

Seeing that he is obviously overwhelmed by sensations and feelings, she hopes that she can help ease the transition, persuading him do all the things he hates (because otherwise he will die), and attempting to make things easier, even if it's only by a little. The body he inhabits spent a great deal of time in stasis, and it shows.

He tends to be overly concerned with his appearance, and she honestly can't blame him. Not ugly, persay, but certainly odd-looking, it's as if genetics conspired against him, assembling his features with the express purpose of producing a thoroughly strange individual. He is vertically challenged and clumsy, with large, expressive blue eyes, an upturned nose (a little dented, now, but that's what happens when you break noses), slightly oversized ears that stick out from under red hair and a pale complexion dusted with freckles. Despite gaining weight in her company, he remains painfully skinny from cryosleep, all elbows and knees and ribs, and to top it off, he looks to be at least ten years older than her (generous estimate, really). A far cry from attractive.

But when you're probably the last two people on Earth, you can't afford to be picky. One thing very easily leads to another.

And she isn't picky. She's more than happy to copulate in the hope that it makes him feel better, makes him hate his body less, but she can't ignore his emotional detachment. After the first few times he becomes bored, finishing quickly and falling asleep even faster. He's eager to please her, to let her know he can be trusted, she's sure of that, but he's not subtle and cannot hide his vague aversion to any and all human functions. He doesn't like being touched, doesn't like touching her. Or maybe he does, and he hates himself for it.

She doesn't know what to do.

But she is nothing if not determined. Even if his passion for most things is lukewarm at best, he still likes talking (thank goodness), and she exploits that to the best of her ability. When he jerks awake at night, sweating and gasping from recurrent nightmares, she gently coaxes him into relaying them, hoping that if he verbalizes the issues, she'll be able to help. At a loss for solutions and growing desperate, she must try whatever she possibly can. She must try because there is something frightening and volatile and monstrous within him and she doesn't know how much of it was even thanks to Her protocols. Whatever that something is, it got out once and she cannot let it escape ever again.

The dreams are usually the same, though they do have their variations. Sometimes he navigates the Relaxation Center, other times he mans the chassis, still other dreams are just management rails that extend ad infinitum into the gray fog of the facility. Most common, however, is the moment before the Moon portal, his panicked, desperate burning of every processor in a last-ditch effort to save himself while the chemical flames consume the facility and everything in it.

One night it's different. He blathers on as usual, but this time he talks about being strung up in wires, plugged down the length of his arms and back and She is there (She usually is), but he doesn't remember what She said (only that it was horrible) and then everything is wrenched from him in a spray of blood and white-hot pain and...

Until now, he has never been human in his dreams. What's even more interesting is that he doesn't seem to notice, but then again, did she really expect him to?

It's very curious, and it's not the only thing that makes her wonder.

For someone who, until recently, was surrounded by nothing but science, there's not much about it she understands. Still, it seems very odd that he sounds the same as a human, and theories form. Voice is entirely physiological, isn't it? The distinctive qualities of someone's speech are at least partially built into the structure of the vocal chords...aren't they? The simulated verbalizations of the personality cores had to come from somewhere. It shouldn't work the other way around.

The thought makes her hopeful. Perhaps he is more human than he wants to admit.

One night she casually suggests that perhaps, if She was once Caroline, something similar could be true for the rest of Aperture's AIs. Maybe the unfortunate body he inhabits isn't a random human male. Maybe it's him. Maybe if he tries to remember, he could pick up where he left off hundreds of years ago. Maybe it's like riding a bike.

The seemingly benign implication sparks something within him, hits a nerve. When she asks what's wrong, he flies into a rage, and attempting to calm him only aggravates the man. No. No he's never been human, never been so smelly and inefficient and horrible, never been a bloody animal, no no no no no he doesn't want this, can't even be a machine in his dreams anymore. He recoils at her touch, announcing his aversion to the feel of skin on skin.

The dam breaks. If only she had caught him, listened to him, solved his tests, tried her best, helped him when he needed her most...

His wild accusations fill her with anger, the same anger she felt in the central AI chamber. Doesn't he realize that everything she's ever done was to help him?

She asks him what she can do and he says nothing, absolutely nothing. There is nothing she has that he wants, nothing she can give him. He wants to go back to Aperture, wants Her to put him back in his old body, his real body, he would've rather died in a nuclear fireball than be this thing, all itches and leaks, would've rather gone to the Moon.

The delusional tirade of "you should haves" culminates in the most painful one, the one that says she should have let go, surrendered to the vacuum of space, sacrificed herself, because if she had, he could have pulled himself in he was still attached he could have fixed everything he could have been the mechanical god he was meant to be.

She lashes out with a hand, delivering a loud, firm slap that tears the words right out of his mouth.

His features tighten, trying unsuccessfully to mask the hurt behind his eyes and after a moment of strained silence between them, he storms out of their makeshift home into the night, rubbing his cheek and muttering something about having to take a piss.

A numb emptiness washes over her gut as he trudges into the grove of trees behind all the defunct train cars. He'll be gone for hours, yes, but she isn't worried about whether or not he'll come back. Of all the things he hates, she knows that being alone makes the top of the list.

A dull glow creeps into their hovel before he returns. When he does, he's uncharacteristically quiet, sneaking inside and climbing onto the old, dirty mattress to lie beside her, sliding his arm around her waist and pressing his lips to the back of her neck. He's cold from the night air and smells faintly of the tall, morning-wet grass that has invaded the shipping yard.

Sorry, he whispers, sorry for losing his temper, for yelling, for saying those cruel things. Didn't mean them, promise, only, he's scared. He's scared and the bit about being a human before being a core was something She said, that's what made him angry. Sorry, so sorry. Don't want to be on the Moon, love, just here in the train car, and even if being a smelly human is awful, it's not so awful when they're together and she's more than he ever deserves and she doesn't know why she lets him stay. That maybe, if he really was human before, he could try to remember. For her.

In the gray pre-dawn, in the vacuum of space he babbles his apologies when he believes she can't hear them.

She steadies her breathing and lets him think she's asleep.