Disclaimer: Everything in relation to Portal 2 belongs to Valve.

Author's Note: A good number of works of literature - I shrink from calling them 'fanfiction' because, seriously, some of them are just so amazing - had influence and provided inspiration for this short piece. Most credit goes to wafflestories' amazing work 'Blue Sky'.

Chance had brought them together before. Or maybe destiny. Or, maybe, nothing more than right-place-right-time. But whatever the case, they had met before, and would meet again. She was there, that night, to see the falling star, and hear the muted sound of its landing.

His landing.

It had not been kind to him. His lower handlebar had snapped, shattered into fragments through the trough he had scoured into the earth. His once-spherical shell was battered to ovoid at best and crumpled at worst. Scorch marks marred him all over, mostly the areas of him that hadn't warped in the heat of the atmosphere. Part of the earth had fused to him from the heat and force of impact, requiring her to chip him out of the crater he'd made: difficult and painful work with bare hands. For several heart-stopping moments, she was certain he was broken beyond all repair.

But the soft blue glow still shone through the cracked glass of his optic, his vision shrinking to a near dot when she turned him, finally, to face her.

And there was nothing wrong with his voice. Even so, for the first ten minutes after she picked him out of the crater, holding him in her hands, Chell wondered if Wheatley's vocal processors were stuck, seeing as he continued to repeat that phrase, over and over and over and over, in that plaintive, desperate tone.

Maybe if he kept saying it, it would be believed. He wanted her to believe it; he needed her to understand. Her image was shattered before him, but her face was still almost like his databanks recalled her to be. Older, maybe. More tanned. But those eyes were the same. He would never forget those. Those were the last thing he saw before he… he…

She took him home. What else could she do? The battered core, twitching and sparking, was utterly helpless. And for all she'd been hurt and betrayed and angry - so angry - she could never bring herself to hate him. Power was the ultimate corrupter. This tiny, broken shell of a machine had been her friend once. And as broken as his form was, his voice was broken even further by the sheer weight of his guilt.

"I'm sorry. I'm so, so sorry."

Four walls, the bare necessities, and her freedom. It was all she had, but it was all she needed. A shipping crate by the abandoned railway tracks was a better home than sterile white halls where no surface could be trusted to stay still for long, and there was no open sky and fresh air and sweet rain and the grumble of distant thunder and the pounding of rain on the metal roof to lull her to sleep.

Chell took care of Wheatley as best she could. She polished his shell, cleaned out remnants of mud and space dust from his processors and casing, but they both knew that

-damage at 87%-

some things just couldn't be fixed. He had meant every word of his apology, as rehearsed as it was. Soon, he had more words. Every second he found something new to say, filling the silence between them, his blue optic following her in a bashful, hopeful manner as she performed her daily rituals, and eventually it started to feel like the old gaps were mending. It felt like, maybe, they'd be friends again.

Even so, with Wheatley wedged into the pile of cushions, or nested in a blanket to keep him from rolling away, she couldn't help but worry that maybe, just maybe, she was still trapped in that nightmare. He was a reminder that Aperture was real. As much as the nightmares had faded to leave only her sharpened survival instincts and lessons learned, he was still here. A tangible reminder that -She- still existed somewhere, deep underground. Doing Science.

He told her sorry whenever he caught Chell looking at him like that, and she would smile and laugh in that silent, no-voiced way, and pat him on the part of his shell that could still feel her touch, and they would both get on with the day. But with every twitch of his sparking gyros, the fractured sight of Chell through his optic as she pottered around, and the occasional steady look from her green-grey eyes, reminded him of who he had been. Of where he had come from. Of That Place and That Time and…

Of what he had done.

He was afraid of being alone. Abandoned, as he'd been when Aperture had fallen into ruin, with only his nervous stammering voice echoing through the corridors and chambers to keep him company. He was glad, relieved, utterly utterly thankful that Chell was there, staying within reach when she slept. That she had forgiven him.

But he couldn't tell her about the terror that grew day by day. The little flashing message that warned him, warned him, warned him without ceasing. With each moment that passed, the small but insistent words eroded his gratitude. Filled him with terror instead.

Chell noticed changes in him, some subtle reminders of the part of the past he was constantly apologising for. Desperate pleas for her not to go outside, where he couldn't see her. Small rages of futile temper that ended with him shaking and sparking and going sullenly quiet. Broken sobs that shook his body, wordlessly pleading to be held and reassured. Unexplained times where he powered down into sleep mode for hours at a time - and, once, for a whole nerve-wracking day.

He was scared of something, and wouldn't tell her. All he could do - all he could remember what to do - was to lash out. Insults, barbs, snark, sullen silence. His only means of taking control. So she remembered what she had done the last time this had happened.

She confronted him.

"It's nothing, luv," he said, once cornered, his optic swivelling, shrunk to a tiny glowing dot and focusing everywhere but her, darting about like a trapped bird. "Just a few g-glitches in the system - not hard to tell, really, I mean, look at me, not exactly in the best of nicks, if you can imagine. Nicked all over, to be honest. Well, worse than nicked. Battered and bruised - well, not bruised, per se, figure of speech and all that, though I s-suppose it's close enough t… well, yes."

She narrowed her eyes.

"… Please don't look at me like that, luv. You got me thinkin' there's some kind of something I might have done wrong again, and I know for a fact that I have been sitting here, completely well-behaved, you know. Haven't done a thing. Just sitting. A sitting champion, I am. I'd win all the prizes for it. And, hey, I know you're busy, with your salvaging, and eating, and other human-y things. I don't mind. Not a complaint. Not a peep from ol' Wheatley, luv. Nope, not a one. Happy in my little blanket, I am. Safe, you know? Out of the rain, a-and the weather. Happy, happy, happy, that's me. Because I'm grateful, I truly am, that you saved me, brought me here. And we're out, aren't we? Finally, finally out and free and all that?" He tried to waggle his one remaining handlebar in a jaunty fashion, but it creaked and stuck in place.

His sigh skipped like a broken record as he twitched and sent off a few sparks. "It's just, well… I don't want to alarm you… or anything. B-because I don't want you to be af… Well, no, you wouldn't be afraid, would you? Not you, of course not. Afraid? You? Ha ha, pull the other one, it's got bells on. You're not afraid of nothing, I mean, you even took on Her and won. Twice! And…" Something inside him ground noisily, and his optic covers squeezed shut in a brief approximation of an expression of pain. "It's… it's just… I needed you, luv. To get me out. And you needed my help too, as well. For all that happened - for which I will never, never, never, never, never…"

She put a hand on the side of his casing, and he risked opening his optic slightly.

"… Never forgive myself… I…" His focus shifted again, nervous and guilty. "Well, we're out. We're free now, aren't we? What we always wanted. So, good for us! Heh. Yeah." Wheatley petered off, and his handlebar unstuck and fell to hit his shell with a despondent clank. He didn't even notice. "But you… I um, can't help but notice, didn't want to point this out, didn't want to spoil your day or nothing, luv, but I noticed this place doesn't have any management rails. A-a-and while I am definitely not complaining about that - believe you me, luv, no complaints here, I abso-bloody-lutely adore the pillows, and my blanket, lovely blanket, very… plush - it, uh, well. It seems, sometimes like… you don't need me. Anymore. A-a-and I c-can't do anyth-thing to help you if you get trapped or stuck or get put into cryo again and… Not that you would, lady, because you're bloody brilliant at keeping yourself alive. All on your own. You don't… need me."

Chell pulled him into her lap, hugging the broken, shaking sphere as close as she could and as tightly as she dared.

He was stunned for a moment, then gimbals rolled as he did his best to nuzzle into her shoulder, as though she was the one needing comfort. "Not gonna lie to you, luv, ol' Wheatley doesn't much find himself feeling as useful as he once was. A-and on top of that, I… well, there's something else bothering me. Too. Hate to be a burden, so feel free to ignore me. Just happy knowing you're out here, safe, living life, enjoying looking for deer and birds," - a short spasm - "Other human things you need to do. And, you know, avoiding Her. Which is always a good thing. But uh… Oh. Um. Well, you know what? I've… I've changed my mind. Yup. No complaints here. Happy as Larry, I am. Not that I know any Larrys, to be honest, but he does sound like the kind of chap who'd be happy. As happy as I am! I mean, I've got a roof over my head, I've got a blanket, I've got freedom, I've got y…" His optic shrank, then blossomed, his version of a bashful smile.

The smile didn't last, as a massive shudder ripped through his whole body. The blue vanished for a moment, replaced by rolling orange text on a black background. It was only for a second - enough to make Chell panic - before then the familiar blue circle was back, blinking and darting behind the cracked glass.

"So, no need for alarm, keep calm and carry on and all that," Wheatley said, voice pitched in such a way that gave lie to the words, "B-but, ah, in case you were wondering… You know, I have to say you're doing all the human things very well. Sleeping, check, you're doing brilliantly, so just keep that up. Eating? Top of the class, and that's no lie. And finding the food to eat, as well? No-one could do it better. I-if there was a competition to see who could find all the food to eat, it would be - ding ding ding! - lady right here, in this house-box-thing. Judges, what say you? Oh look, all the tens. A full house of tens, love, and all the aces too." His handlebar waggled feebly. "I mean, years of practice, am I right? Not that I'm implying anything negative about all that practice, because, nope, no negatives at all, you find food, you make it, you eat it. All good. Good at everything. You just keep doing your… human things…"

He fell silent again, for a good long while.

"Something I… never understood about humans," he said, finally, breaking the heavy silence. "The whole… sleeping thing. It's like Sleep Mode, really - and oh, hey, shares the same name and everything! How about that? - but uh… well, you wake up. You can leave sleep mode when you're recharged, and… and everything's hunky-dory, Bob's your aunt and all that…" A heavy sigh reverberated through his broken shell, and he flicked his gaze to her. "I'm not too good at many human things, to be honest. And I f-figured maybe… maybe you could give me a little advice. See, there's a thing that… that I think is happening to me. Nothing major, psh, no need to worry about ol' Wheatley, he's… well… Okay, look, I'm going to be honest. Have you ever gone to sleep and worried, 'oh, I might not wake up tomorrow'? Because that, to me, seems like the scariest thing. I mean, I've… I've watched a lot of… when they were sleeping… so many didn't wake up…" His optic shrank, but he didn't break eye-contact with Chell. "You sleep, you recharge, you get up. Seems a logical progression, don't it? Only, when you sleep and you don't wake up… Is there like a manual or something? To tell you 'oh, today's the day! Time to sleep and not wake up!' No? … well then. Um. How… how do you get ready for something like that? Um. Curious. From a purely scientific standpoint… actually, no, not scientific, scratch that, poor choice of words… Because what with no management rails, no means to recharge, and the whole 'battered and bruised and smashed to bits' thing I've got going on here… Now, don't quote me on this, because a lot of my sensors are out of whack, but given this little blinking message that… my battery isn't holding up too well... and... Luv, I… I think I'm…"

She stared at him, already having untangled the main thread of his argument through his rambling, a good while ago. Wheatley stared long at her, searching her face as though looking for some other word than the one that he had on the tip of his metaphorical tongue. His voice was quiet and grave as he finally finished what he was trying to say.

"… dying."

The last few days were precious, tentative things. She stayed with him, never leaving his side, barely sleeping, for all he tried to dissuade her of that. He didn't want her to suffer because of him. Not anymore.

But she knew he was terrified of being alone as much as he was of dying. So she refused to abandon him.

One evening, she carried him out under the open sky, and while he flinched at the sight of the stars for a moment, she knew that seeing the vast expanse instead of some claustrophobic packing crate - small and close like the corridors at Aperture - was kinder.

"Cor," he said, his vocal processors giving him a slightly breathless tone of voice. "Look at them all. Beautiful."

She sat down under a tree, cautiously and reverently setting Wheatley down in the long grass before she stretched out beside him. The ground was cool, and slightly damp, but it didn't bother her in the slightest.

The sky was clear and bright, dusted with wide streaks of distant light. The Milky Way was a thicker band of the scattered lights, while brighter constellations warred with the soft firefly-flickering of the more distant lights for dominance. It almost, at certain points, looked as though there was barely enough space for all the stars, given the way they jostled for room with each other.

Wheatley's optic turned, handlebars falling slack as he stared upwards. "They look different from down here," he said, the blue of his eye tilting and twisting slightly to accommodate the view from behind the fractured pane of glass. "Smaller. Safer. And… wow. So many of them. I mean, seeing them from up there, you're all, 'Oh, yes, of course there are plenty of stars, tons of them out there', but… from here…" His words tapered off. His memories were harder to access now, but even so, he knew that what he had seen Up There was nothing like what he was seeing down here. Up There, the scattered distant lights had been cold. Down here, with solid earth and grass behind him, and the sound of rising-and-falling breaths of Chell beside him… The stars were friendly, glorious… beautiful. He wondered if she saw it the same way.

For once, it was a companionable silence that stretched between them. The crickets and the wind were the only soundtrack to the slow sweeping dance of the lights above them, and that was enough.

Chell let her eyes flick from star to star, counting without intending to remember the numbers, tracing shapes she didn't hold onto, and just enjoying the sight. She was glad the weather had cleared, finally, and given them this sky, so they could do this together. She'd lain out under this tree, staring up at the sky often enough by herself, enjoying the beauty and the feeling of wide endlessness above her, no ceilings, no panels, no heavy weighted feeling of being deep underground. But to finally be able to share the experience was special. She hoped he felt the same.

"There was a lot up there, you know," Wheatley said at last, slipping into his jocular commentary as even a companionable silence seemed to be too much for his genial, talkative nature to endure. "Up in space. Much more than stars. There were comets, and meteors, and the moon - can't see the moon tonight, not that I'm c-complaining, but just curious as to where it's wandered off to, is all, I mean you can't have a night sky without that fairly-obvious piece of rock just hanging… where was I? Oh, yes. Space. Lots up there. Lots of emptiness, too, I suppose. But it looks awfully crowded down here. Perspective, that's what it…"

He faltered for a moment, and Chell turned her head to stare, dreading the sudden silence.

But he had only paused, thoughtful. "You know," he continued, "I heard once - maybe from Spacey, or maybe even Craig, can't really remember, to be totally honest w-with you - but that stars aren't like what they look like. I mean, from here? Looks like someone's grabbed a handful of sugar and gone 'whoops!' Made a mess of it everywhere. All sparkly and glittery, irregular and… well, just a bit of a mess, you know? A beautiful mess but… You know, they're actually light. From far away. And he said - maybe it was Craig? Nah, it was probably Spacey, what with how he'd go on and on, you know how he was… Anyway, I heard that when you look up at a star, sometimes you're seeing light that has travelled so long to get here that - poof - it's not actually shining anymore. The star's gone, but we don't know that yet. All we get is the kind of afterglow of a torch, you know?"

There was a soft sound, a kind of cough mixed with an intake of breath. Wheatley didn't know what it was, but it came from her.

"I…" He tried to roll slightly, to look at her, where she was laying on the grass beside him, but didn't succeed. He pushed himself, a little harder, and something inside him made a painful grinding noise. Chell turned, then, and looked right at him. Wheatley's vision stuttered for a moment, but even so - and despite the crack bisecting his vision into dizzying halves - he knew what he saw. "Luv? Are you alright? You're leaking."

She patted his side, reassuring him as best she could. But after a few seconds she gave up the pretence, choosing to curl onto her side, reaching out to pull him into her arms. His face turned to hers, looking deep into his eye, losing herself in the light.

The blue optic shrank a bit, surprise, incomprehension, then widened. "Oh, luv. You're… you're crying, aren't you? What did I say? Wh… oh. The bit about the torch. And… Oh, luv. I'm sorry. Didn't mean to hurt you, luv. I'm sorry. I am sorry, truly. Please don't cry. It's okay. It really is. I promise."

Chell tightened her grip around him, resting her forehead on his shell, shaking her head in some kind of denial. The blue light widened, filling her vision, and he was smiling at her, in his strange, robotic, one-optic way, comforting her. Wordlessly, for a change. And it was just as effective. She smiled back, trying to laugh through the tears, just holding him close, losing herself in the friendly blue glow of his optic.

She had very nearly finished crying when the noticed that he wasn't twitching in her arms. That he wasn't giving off sparks. That he wasn't humming quietly in that machine-in-idle manner he normally did.

That the blue glow of his optic, though still shining, wasn't as bright as it had been before, and was fading by slight increments with every passing heartbeat.