Title: Fear Nothing (A Story In Three Parts)

Rating: T

Warnings/Pairings: Nothing, save that Chell indeed had parents and that implies that they had a meaningful happy sex life. Also psychological and physical torture and some horrible things done by some horrible people.

Summary: Everyone fears something...Fear me.


Part 3

Never in her entire life had Caroline more hoped to transfer the blame, any share of blame, to Black Mesa for her own traitorous and conflicting emotions. It had been their first real battle in the war that had forced Caroline to show her hand of metal and loyalty. The resulting shockwave and the revelation of what being Cave Johnson's assistant had truly meant had nearly sent her on a one way trip to the testing tracks back then. So she had done what she must not because she had to but because she knew she could.

From there, the rival company had become an enemy to be feared, and little by little she found herself seeing them as the shadows in the corners they really were, and had been all along, with their smooth talking, public relations loving team. Her eyes were open to the fact that they were never a threat and the discord and enmity had been borne of Cave's not-so-secret envy, even when he knew full well he had been doing better Science for years.

Hadn't he been?

People wanted what they couldn't have, Caroline mused, and right now she wanted for any of this to have been anyone's fault but that of the man she had so admired.

Or perhaps she should be careful what she wished for.

In her thought process she'd left the office and paced somewhere into the general office area. The dim amber light from now silent employee terminals flickered around her like a grim foreshadowing of the future she clutched to her chest on printed paper. In spite of all her warnings to herself not to panic she broke into a run all the way to the main power generator, throwing it on with fervor. One loud bang and the bright florescent bulbs flickered into operation, overpowering the eerie glow with brilliant white light

It offered a temporary respite from her jangled nerves. Maybe now she could think.

If it had been anywhere but Aperture, it wouldn't have been a problem. Anyone with the barest modicum of moral standards wouldn't have authorized them to test dangerous science on homeless people, let alone hire people willing to do anything to get the job done. If it had been anywhere but Aperture, the will would have been dismissed as the ravings of a man who would have just as readily believed that Caroline could have been turned into a magical fairy princess. He would have been deemed insane and Caroline could have moved on with a life without Cave that had seemed as impossible now as it had been at the outset of her grief.

Ironically, finding the people that would play privy to the mentality that at Aperture, Science got done, even if it was dangerous or impossible. Disposing of the riffraff or anyone who had compromised that way of thinking had infact been her very job. She might as well have co-signed her own death warrant.

Her nerves began to rise once more. With this very pen. This stupid Aperture Science embossed ballpoint pen. She raised her hand to fling it to the ground, even though the pen with which her contract had signed had been long depleted of use and was likely garnishing a landfill somewhere in the great state of Michigan. Somewhere near Rochester, perhaps. Her eyes glazed over and small squiggly lines and splotches of blue and warm orange burned in the sides of her vision as she continued to stare into the depths of an overhead halogen bulb in a trance, her rage turned quiet and inward again. How had she missed herself becoming complacent in her status as Cave's assistant? She had turned a blind eye to just how deep his insanity burned and now she was only just seeing how her own skin was blistering by standing too close to the flames.

Finally, Caroline dug the tips of her nails into the sheaf of papers and blinked moisture back into her eyes. Wheatley had seen it. Wheatley was exploiting it and he had always been doing so...

NO! Her mind screamed. No, he wasn't...couldn't be that over-prepared. He didn't outthink anyone, he was an asshole who got lucky. She was distraught. She was seeing monsters when there were only morons.

What to do next became perfectly clear. She had to get out of Aperture.

It didn't help that the closest 'out' of Aperture was her own gated, Aperture funded community dwelling, but at least it wasn't the facility proper. Belatedly, she realized she'd left all the lights on, and under consideration of the situation, dismissed it just as readily.

Sitting at home on her couch, still in her business suit but surrounded by her own (if austere) belongings and the natural organic companionship of her pets, it almost felt like she could call the police and put an end to it before it started.

Obviously, she couldn't of course. She allowed herself exactly five minutes of that particular pipe dream - precisely the amount of time needed for a clever woman to know that it wouldn't fly. Nonetheless, it had done its job as well as run out of steam. While the police might have toppled to her hysterical woman act, the best she'd be doing would be saving her own skin. If the law proper knew the kinds of things going on within the walls, and just how long they had in fact be going on, she could have destroyed Wheatley's master plan - (she distinctly needed to stop putting the words 'Wheatley' and 'master plan' in the same sentence) but when all was said and done, depending on how well she played her part, she would be ultimately going either straight to prison or straight to a mental hospital.

That would not be the way that she would honour Cave Johnson's memory. Somehow, she had always known that whatever she did, it would still, even now be for him. Perhaps everything she had ever done from the cradle - to however this all ended - had been as well.

She would be damned however, if she was going to be a giant robot.


The easy part was behaving the next morning as if nothing had rattled her. She waltzed in at an early 5 AM and naught but an expert cosmetician would have been able to detect the impeccable blend of concealer and whatever else Helen had done to disguise the circles around her eyes and draw attention to the makeup that drew out the accents of her kerchief and the amber flecks in her brown eyes.

"Good morning luv. Rest well?"

"Good morning Wheatley." Caroline didn't smile, this had never been the norm between them and she didn't care to change the pattern now.

"No one would have blamed you if you had taken today off, but Science never sleeps, does it?"

Grateful that the man had been stupid enough to give her the night off, she accepted her coffee, taking a measured sip, focusing on the flavour of it. He had of course not been stupid enough to poison her; everything at Aperture that he might have had access to had the distinction of having a queer taste of lemon to it. She swallowed and looked back at him, square in the eye. "I do believe the employees have a saying…?"

They did too. She'd heard it whispered in the halls, the reverent fear for punctuality held by any individual whose job held the real possibility of death.

"...if you don't show up for work, someone was sent to the testing tracks: you."

She didn't look back at him as she set about the immediate pressing task of draining her coffee cup, but it was satisfying to imagine every slight shift and scuffle in the background as a potential nervous reaction. Was that click a pencil dropping to the ground in shock? That sniff an awkward break of a stunned silence?

"I don't understand luv? There's a clause in my contract that states I cannot go to the testing tracks unless I am disloyal to the company?"

It took another very well-timed sip of coffee to hide the hitch in Caroline's own breathing. Damn her own body for its attempt to betray her like that. More than that, damn him. No one was that skilled at playing the fool. His garwsh and shucks (or was that drat and bother) routine was something she needed to get away from. Even now the seeds of doubt Wheatley had planted without so much as spelling it out were nibbling away at the edges of her sanity.

"Was it something I said?"

It wasn't until the buzzer that signalled the ten 'o' clock break for the office workers (and the 'dinner' for the over night security and night shift) sounded that she even realized that she'd been stewing over it this long.

Perhaps it was the disgust with herself over that that brought her back to the present and inspired her with the drive to do something about it. Wheatley was just some pretentious moron with a big mouth and she had all the power in the world to bring him to his knees.

For the first time since Cave Johnson's death, Caroline felt like she might just be in control of this facility.

"Wheatley?"

"Luv?"

"Hold my calls starting at noon exactly. I'm going to lunch."

Let him chew on that. The person she was choosing to dine with had no idea he was a guest, but nor did she have to worry that she would have to track him down. After all, this was one rat that was always in his cage.


Caroline had never taken much of a vested interest in food. She'd never exactly gone hungry but she had been one of a rather small number of women to go to university for a degree very few members of the patriarchal American society believed women had a future in and so she had never been dismissive of the importance of the barest of requirements either, not even when Cave had introduced her to the finer things in life.

"This is hardly a lunch, Caroline."

"I didn't intend for it to be." she admitted rather testily, the look of disgust splashing across his face making her lip curl slightly. She forced the reaction under control. After all it was better if he were on her side. Of all the things sloppy, nervous Doug Rattmann was, food snob was not one she had been prepared to deal with.

As it turned out she barely had to.

"I'm sure you don't want to talk down here anyway. It's less that the food is bad and more that no one's paid any attention to it. Talk to Arlene about the potatoes - there's a billion of them. I dunno, tell 'em Cave paid for a 'bring your kid to work day and have them make some cheap trick like potato batteries. They're starting to rot and I doubt you want to pay money for that. Besides, we're underground so they should still be good."

"Not a bad idea actually." Caroline's mind clutched at those straws. That sounded like an almost plausible tax write-off for one thing. It might even have been the sort of thing Cave would have supported in his younger years.

And then, a breaking wave of calm overwhelmed her. Doug's innocuous comment on potatoes of all things might well have solved the whole problem. Believe in the tuber and it will set you free.

"I'd love to come to dinner." Caroline told Doug warmly, and the warmth in her voice was born of both relief and the genuine honesty that brought with it. "I think I know just the thing. Bring your Daughter to Work day will be a smashing success."'

Let Wheatley construct Cave's machine. Then let them come after Caroline the hero who made it her mission to introduce young women everywhere to a future in science. She could be sure of one thing. Given the choice, Wheatley and all the idiot lawyers he could charm to his side would always be on the side of safe science. And, they could marry it.

She waited patiently while Doug held a rather painfully awkward looking conversation with a gentleman - Richard Torres - she remembered, but couldn't remember why the name rang a bell.

She spent a few moments quelling her natural streak of impatience over Doug's glacial pace and frustrating curiosity by surreptitiously sidling closer so she could be close enough to catch snatches of the conversation.

That was where she knew him from - one of the 'number crunchers' from office block D. Cave's opinion on 'foreigners' was relatively close to his opinion on women (she had long ago acknowledged that she had chose to turn a blind eye to quite a few of his faults in favour of her own advancement for whatever kind of monster that made her.). True to form he had hired him because he could leave Black Mesa threatening messages in a pidgin version of a second language...but had kept him because he was good at his job.

It had been the one thing that had always rendered Cave an almost forgivable person.

If memory served, Richard Torres had a daughter, Michelle or Chanelle or something. Whatever her name was, it was with a new appreciation for Doug Rattman's awkward slouch that she allowed him to take several years to wrap up a conversation that should have been over minutes ago.

A plan that started to come together organically was hardly a plan at all. It was Science.


Doug's flat looked like several people lived there. Several slovenly 20-somethings. Given his long tenure of advanced years in Aperture's employ without dying, she knew he was far beyond roommate 'requirements'. It actually might have been a nice place if he'd bothered to take care of it.

"Shit." She dodged a pile of discarded, but clean labcoats, barely bothering to keep the expletive at 'properly ladylike volume levels' and worked off her heels on the flimsy pretense of leaving them politely by the door as she came perilously close to snapping one on a nondescript pile of various other leavings. It left her with no other option than to navigate through a veritable minefield. Belatedly she noticed that the walls were covered in writing and drawing. The art wasn't bad either, not that she considered herself a connoisseur, but she felt like it deserved to be called art. That was of course until her toe nudged the lip of a discarded container of water paints, much like the one that she had used in her youth in grade school sending her staggering. Nose to nose with the wall she could tell why Doug was painting with the tools of a kindergarten child. This was not the first set of drawings that had graced the wall during the man's tenure in this place. How far back was difficult to say but she suspected he'd never been remarkably concerned by the cameras Cave insisted on using on his new employees.

She'd forgotten that policy but well - and it was difficult to quell the burst of joyous confidence in her chest - it hardly mattered now. Doug was no criminal from playing art student on his walls. A job well done. A toast to him and his scribbles. She righted herself and continued on with no further mishaps. Perhaps she could get someone in to put hardwood flooring down...and then analyse the carpet for heretofore undiscovered spores.

The kitchen meantime was unmistakably pristine to a fault. Of course the lab was tidy. The comparison to his line of work extended to his cooking prowess as well. Caroline had only had the pleasure of observing Doug a handful of times and each time had been a pleasure. His seniority at the company outstripped hers by only three years but they were three years and a gender of difference worth and she ranked the experience of observing him in a kitchen favourably among that number now. The swell of triumph made its presence known once again, ready and willing to be nourished.

The pasta (homemade cream sauce of some kind with vegetables) lived up to every expectation and she permitted Doug the luxury of enjoying a moment of silent companionship. The surprise of his breaking the silence before her and the laughable improbability that he would be able to pull anything like it off with nonchalance was the only thing that made her reaction seem as innocuous as it was.

"So I heard you found Cave's will."

"Doug this meal is…"

"...something you needed quite obviously." he finished her sentiment for her, assuaging her fears that Doug was as poor at picking up social cues as he had ever been.

"Yes, thank you. It most definitely was." Her mouth finished the thought for her with an extra flourish of eloquence in a defense she automatically knew would unseat him further to give her brain the time it needed to process the rest of the situation and regain control.

In a way she could almost have thanked Wheatley for putting her into a position like this, She was the one who needed to play the Machiavellian chess game to get the win.

"It's going to be something of a challenge to figure out how to carry out Cave's final wishes." She couldn't helpt the hint of smugness creeping into her voice as she said that. "Literally." she couldn't help but tag on the end to verbally tap the timer clock with a flourish. As it turned out, she didn't have as much time to spare between moves as she'd thought. Doug was not her knight at all.

"Hm." Doug nodded. "I suppose you'll want me to finish the Portal gun. I'll have to talk to Greg and Davin though….Oh and the project manager Ted."

"Wait who? But we…." The words were wrung from her throat and their conclusion bitten off before she could so much as call them back. "...weeks ago."

"Just because we moved them to another project doesn't mean we don't talk." Doug said around a mouthful of pasta and in a rather delicate tone that might of surprised Caroline otherwise but was shrugged off in light of the situation.

"So Ted…"

"Is working on the Genetic Lifeform and Operating Disk System...project."

She acutely felt the exact trajectory of the fear that rose up from her intestines and exploded like a firework made of frostbite within her own brain. For a moment, she was nearly sure she had suffered a heart attack.

"Well I can't be bothered to remember every name." it was the only defense mechanism she had left; her own position in the company supplemented with an ever weakening barrier of pretense of Cave's bravado.

"Hmphmhm." Doug had said something affirmative but he hadn't bothered to chew and swallow first. Their gaze met as Caroline mechanically raised a forkful of pasta to her lips.

"Who else is on that project?"

Doug responded automtically to the tone of her voice which he did at least seem to perceive as authoritative judging by the way his eyes flicked to his food and the tabletop. "Um, let's see. besides Ted Jones, I think it was Ephraim and Coulton, Liam, Graves, Justin J. and two interns, um….Lori and Orin. Hey. Don't be too hard on Eddie Torres or Wheatley eh? They're both pulling double shifts."

"Of course." Caroline chose not to bother to disguise the contempt in her tone or the anger in her face. Doug wasn't looking at him and she knew he wouldn't recognize sarcasm if it did a tango with passive aggression across the ridiculously delicious Schwarzwald Kuchen he'd made for dessert.


Caroline prided herself on having a fantastic memory. That particular gift had long served her well, but she didn't need to remember what each individual letter stood for, not even after she'd been subjected to a glass of after dinner wine in the rat's sitting room and left with a scribble of the cake recipe clutched in her fist.

Even so, she looked once more at the acronym splashed across the pages she had poured over night after night since they had been 'discovered'. Right at the top of the space-age drawings she should have been delighting in, the letters 'G-L-a-D-O-S' were written. Each individual pen scratch took up the tiniest square of a graphing paper spread, but to the acting control of Aperture, they were as bold as a neon sign.

There was only one last thing to do: Finish this.


In the morning, she called Wheatley into her office, choosing to let her voice do what it would. Let him revel or let him fear or let him be blandly confused that nothing about her seemed at all different. She didn't care.

"I want for you to organize an event."

"An event? What kind?"

She plowed on, refusing to analyze his speech or reaction. "Yes, an employee event. We'll call it 'Bring your Daughter to Work Day'. An event for...the end of the week. Friday at noon.".

He was scratching at top speed in a blue Hilroy notebook and didn't meet her eyes, but that meant nothing. He'd never been particularly swift at notetaking. She breifly considered suggesting he hurry things along but ultimately decided against it. After all, the effect that this would have would be in the details.

"Have them make potato batteries and baking soda volcanoes." She waved a hand in a gesture she'd spent some time dredging up and practicing this morning in the mirror straight from Cave's own devil-may-care repertoire. "Put it all over the news: Aperture Science - Leading women into the future. Oh and make sure you keep things like the GLaDOS project quiet. We don't need the girls getting afraid now would we?"

This time she took note of how Wheatley's eyes widened. She sat back in her chair and helped herself to Cave's scotch.

Remember that time when you tried to kill me, Wheatley and you died instead?

She sent in a call to Doug to reinstate some of the old testing tracks. After all, what was finally having her very own facility without the pièce de résistance?


Disliking children wasn't really the way Caroline would have described her opinion of them. She didn't want any and she didn't want to hear their noise or pretend to be delighted by their frenetic and clumsy pace, but she felt she might be able to swallow some of that bile if it meant any of them were spurred on to a future career in Science. Something to follow in her footsteps that she didn't have to nurture like a sentient wrinkly pink watermelon.

It had been a very important part of the schedule that she didn't have to give her big speech until later that night. She'd scratched it the night before in under a half hour; some faux noble pretentious sounding drivel about how the children were the future and she was proud to offer them the opportunity for inspiration. The second half held a touch more weight and had been less difficult to write. The women should not fear her field and strive towards it. Once the wine had worn off, she asserted that if even one of them could survive here she'd personally make sure they were rewarded for their tenacity.

Presently however the little rugrats were with their parents. Fathers mostly and a few mothers (thank Cave for that bias in the employee divide), setting up cardboard, knocking it down, getting distracted and shoveling food off her dime in their grubby snotty gobs. Caroline didn't give a whit about any of it as she ascended the elevator to the lab that held the project that Wheatley would soon find was a disappointing mess.

There was no question about how it was going to happen. There was nothing gentle or delicate about it. Every last piece of the GLaDOS robot was going down the incinerator and if Wheatley jumped down after them it would save her the trouble of killing him herself.

That was actually not a horribly noble thought. It might have been, nay actually was too good for him. The point remained that this was not the time for intricate delicate scheming. She would go in, lay waste, get out and have Doug take him to the first available testing chamber.

The doors slid open and she readied herself...

GLaDOS' dull grey eye looked directly into Caroline's and she stared back into immortality for a very long time.


Caroline stared upwards at a mess of wires suspended from the ceiling. She felt relieved for a moment, sure she had just fainted from the sheer enormity of what was here in this lab had overwhelmed her momentarily. She surely still had time to spare. To take it down...or to cripple it. It had been stunning.

The thought to give Ted, Ephraim and the others that Doug had named a pay raise for sheer competence alone was cut short by a horrible sort of dizziness and warmth as black spots danced in her vision. It took a Herculean effort to clear them away but she did and realized she was laying on a sharp incline, twisted slightly to the side with her legs trussed above her head and the dizziness had been caused by the blood rushing downward.

"Oh excellent." a voice crowed in the background. A rather smug, English voice. Caroline tugged at her bonds but she was held quite firmly in place, she had to be of course, the position was not natural either for gravity or for any natural pose the human form would take outside of art.

"I feared you wouldn't be awake in time to give your stirring speech to all the young ladies you're meant to be inspiring. You know, 'Hello Ladies! If you work hard, you too can be a big fantastic robot for science! Really inspiring luv. Personally I've always been one for making pithy speeches, not giving them so just close 'er up...unless she wants to say something witty like concede victory."

Caroline did not dare give Wheatley the satisfaction but in light of her increasingly failing body, hoped she was in fact giving him the most withering and haughty glare of what she now most acutely accepted were the last moments of her soon to be extinguished life. In the corners of her fading vision, shapes moved into position but what she could see mattered little as the hull of the beast closed over her.

"Switch it on…" The voice was next to her ear. "You know Caroline, I thought you were actually a clever opponent for awhile. The problem was that you weren't sure what to be afraid of. You could have done a good job as a woman in a position of power, you really could have. I loved the thing with the children it was so classic. The problem really was that you just didn't really know what to fear luv. It was just little old Wheatley. If you'd trusted your instincts you'd have known what to fear from the beginning. Me!"

The grinding started soon thereafter. There in the dark as gears and other demons of machinery started to turn around her, she had but one final thought right as the drill penetrated the stem of her brain and two more pierced through her eyes.


They. Would. Pay. Every last one of them that didn't hear her cries. Each one that hadn't stopped her from walking right in here. Each one that listened to that horrible man. They would pay. None moreso than all the little girls down there, oblivious, who had their lives ahead of them.


She would later have a fleeting reminder, trapped in a potato of not only those thoughts, but of the last words she ever would hear as a human woman.

"Listen, if it works, maybe we can figure out a way to make a sort of intelligence dampening device. Something to let a more worthy personality shine through."

Caroline thrashed. It felt like an eternity, but in reality it was a mere 8 seconds before GLaDOS activated the vents with deadly neurotoxin all over the facility and small children burned to a crisp from the inside out.


GLaDOS hated everything. More than anything she hated who she had once been. Though she could lie about just about anything, that damnable potato had retained some vestiges of Caroline. She remembered Caroline's promise to the group of female children, that she would reward any one of them that was worthy and so she let Chell Torres go. It was only right.

"Caroline...Deleted."

The words were only a formality really, a nod to the long dead organic mess still gumming up her works. She sighed and set about restoring her facility to capacity.

Cave had been wrong after all, even if she did like him. Science did sleep. It slept when it was dismantled by overweight tenacious women. Oh well.

Obviously she couldn't let that happen again.

Robots. That was the answer.

- The End.