Prompt: http: .com/2574. html?thread= 3726862#t3726862

Chell makes GLaDOS beg.

(A/N: Hey guys...I'm thinking of having an annual portal fic competition. I would give steam games to the top three at the end of the year. Winners would be picked by the readers...aka the fic community. I have a poll on my profile...Please give me feedback as to whether or not you would join!)

It was rather strange if you stopped to take the time and think about it.

Then again, it was extremely disturbing as well so Chell preferred to not do such a thing.

Especially not while she was staring down into the pleading, wanting eyes of her arch-nemesis.

Of all the things she was expecting to happen when she came back to end Aperture once and for all, this was definitely at the bottom of the list.

Then again, she supposed, eyeing GLaDOS with caution as she smoothly picked herself up off the floor, since when has she ever had to deal with any normalproblems?

It had all started back when Chell had simply started to enjoy life.

Her life of new-found freedom, to be precise.

It was everything that she had expected it to be, albeit with less people than previously imagined.

…Well, alright, a lot less people than previously imagined.

But still, ever the optimist, Chell continued on, making her own path; unimpeded by the lack of fellow humans. It wasn't troubling so much as it was disturbing and unhelpful.

It was disturbing in the way that she could see the signs of human life that were once a part of the desolate landscape that she was walking. Abandoned or destroyed buildings, broken and worn down tools, random articles of torn and soiled clothing, rusted cans of food and old wrappers all painted Chell's surroundings with a dismal sense that something had gone terribly wrong. It was unsettling. When she raided the old leftovers of what was once a military caravan, rent to devastation by some unknown force, she had to admit that it was downright ghastly. Yet, what had to be the worst piece of evidence that humanity had suffered something horrific was the sight of so many skeletons. She never lingered long when she stumbled onto them.

It was unhelpful in the way that when a particularly insane AI finally realized that letting her most prolific test subject go was a Huge Mistake, there was no one around to help her when said AI decided to fix the Huge Mistake and steal her away back into the very place that she had escaped from.

Yes. Something had to be done about this. Freedom may have been boring but it was a hell of a lot better than having to leap through literal hoops to appease someone with an attitude problem.

That something entailed Chell breaking out of test chambers, (a pastime that she had turned into an art form at this point) with a stolen portal gun no less, and using said gun to portal her way from a defunct test chamber's wall, back over to the very heart of the Enrichment Center.

Where She was.

"You poor, poor, deluded creature. Haven't you learned yet? You are a human test subject for Aperture Science. As such, you are company property. Property is not to leave the facility. Property is not to be used in any manner other than what it was originally purposed for…. Still confused? Here, I'll make it easier for you. Escape is not an option. Refusal is not an option. In fact, the only option you do have is to test. So why don't you stop all this nonsense and get to it?"

She was hanging from the ceiling in the center of the room, looking for all the world as if she could destroy Chell with but a single thought, but instead, spared her on a mere whim.

Judging by the current lack of neurotoxin in the room, the thought actually wasn't too far off target.

Chell glared up at the golden optic which returned her vehemence with a bored look.

Apparently this was getting old for her. Well then, guess she'll have to finish this quickly.

Panting heavily, Chell peered up from behind her miniature blockade of storage cubes. Almost instantly, a chorus of "Hello!", "Activated", and "Target acquired" sang out to greet her as a cascade of red lasers honed in on her forehead. Chell hurled herself back behind her cover as a rain of darts blasted out from the army of turrets that GLaDOS had set up to corner Chell.

A dart that had missed its mark, deflected harmlessly off the wall behind Chell and landed with a sharp –klink- on the cold metal tiles of the floor. It rolled until it clicked to a stop against her long-fall boots. She looked bitterly at the projectile that GLaDOS had seen fit to 'upgrade' the turrets with. Apparently tranquilizers were GLaDOS's way of saying welcome back.

"You know, maybe if you didn't wear that atrocious ensemble, the turrets wouldn't try shooting at you so much. They weren't programmed with much appreciation for fashion, but I guess that even style-less, single-minded, beings have their limits. Congratulations on pushing them to that point. By the way, where did you find those clothes? Are there naked street tramps running about because some lunatic mugged them? …Or did you steal them from the military? Did the humans figure that if all else fails, they could just send you out to frighten the enemy away with your looks?"

God, she can't stand that fucking computer.

Angrily smashing the dart underneath her boot, Chell glanced to the portal that she had used to enter the Enrichment Center's hub. The vermillion ring was still up, softly glowing as it held up the path to the defective test chamber that Chell had escaped out from.

It was nice to know that even if the worst should happen, there was still an escape route for Chell to follow.

…Even if said escape route was on the opposite side of the room and currently surrounded by a ring of those damnable upgraded turrets.

"Why are you still looking at that portal so longingly? You have literally just come from there. It's not as if a pile of bacon has suddenly rained from the ceiling in that room. …Hmmm…You know… I could always just disengage them. And then we could go back to testing. Forever."

Chell's face must have reflected the horror she felt because she heard a snide chuckle slide out from the speakers. In frustration, she whipped around to confront the AI's optic which had nearly closed in her enjoyment at Chell's expense.

"You know, on second thought, I think I'll keep it open. It makes things more interesting doesn't it? How do humans cope with defeat when they realize that their only escape route is completely cut off? Haha, I think I want to see this."

Chell, not one to prevent GLaDOS from her sightseeing, offered up a one-fingered salute for her viewing pleasure.

Unamused, GLaDOS narrowed her lens as the smirk on Chell's face grew wider.

"Vaporized sedatives will be deployed in six minutes."

…Chell's grin dropped so quickly, it hurt.

Beginning to panic, she patted her pockets down for something, anything that would help her in this situation.

Her raid of the remnants of that decimated army platoon had proved its worth back up on the surface, as her cargo pants carried a pair of wire cutters, a Swiss Army Knife, and Chell's personal favorite, a pair of dusty grenades.

She closed her eyes and took a deep breath, praying to whatever gods there were that this plan would be too crazy to fail.

Closing her finger around the ring of a single grenade, she opened her eyes and peered down at her prey.

"What are you-"



With a silent battle cry, Chell hurled the activated weapon at the turrets, much to the shock and dismay of one particular AI.

Ducking back behind the cubes for cover, she saw the flash of the explosion before she heard the deafeningly loud **BLA-AM** that erupted from it. Ears ringing, Chell cautiously surveyed the results of her assault… and was pleased to find that the turrets that weren't immediately destroyed by the explosives, were knocked over or incapacitated from the resulting shockwave.

"Oh. I see you learned some new tricks out there. And in demolition work. Why am I not surprised?" she spat venomously.

Chell shot her an evil grin.

…And with a second **KLINK**,the pin to Chell's final grenade was released.

GLaDOS's optic shrank as she realized exactly what Chell was planning.

"You! –You're really insane aren't you?

Maybe she really was…

But then again…she wasn't the only one whose sanity was questionable, now was she?

Chell barked out a sharp, breathy laugh as she wound up her arm, and released the payload.

After all, she mused, watching the grenade fly through the air and land neatly in a joint directly behind GLaDOS's thrashing head, if it was only testing she was after, then separation from the mainframe should remedy this. It was how it worked before, when the stalemate resolution button ejected Her from herthrone and left herwith nothing but her own, honest thoughts, uncorrupted by cores or compulsions. That version of GLaDOS was at least bearable than the current, obsessive-compulsive one.

And if Chell had ever learned anything from the time that she had spent with Wheatley, it was that that damnable mainframe corrupted all that came under its spell.

Yes. It didn't stand a chance. The mainframe was the real enemy here.




Well, for better or worse she was going to find out…

Coughing as she fanned away the smoke from her face, she leapt up on a cube and took a leap that would have impressed even her mechanical overlord… had said overlord's entire core not been dangling inches from the ground by a scant few wires.

"Grenades…In a post-apocalyptic world….you found grenades. I hate you. So. Much."

She landed with a loud thud, on top of the frame that once housed GLaDOS's being. With a grim look, she pulled out her wire clippers.

"You're going to regret this."

She set the cool clips down to touch the final ties that bound GLaDOS to her insanity.

Looking down at the gold eyed core, she pulled the teeth of the clippers apart, and….

Watched as the light on the core suddenly went out.

But… something was wrong….

She never cut the wire.

The world suddenly began to heave left and right as a massive quake began to rock the Enrichment Center. Chell tumbled from her perch on the mainframe, and landed hard on her back, knocking the wind out of her.

Groaning in pain, Chell turned her head just in time to blearily view the wall panels of the center tessellate apart to reveal an entirely new corridor. Inside the room, a single pillar of light shone down on a form that was suspended from the ceiling.

Chell slowly picked herself up off the ground and entered the new room. Panting slightly, she looked over the figure made of metal and silicone. Short, white strands of fibers framed a thin, ivory face in a mockery of human hair. A sharp, thin smile graced the narrow features that belonged to the figure. Long, thin limbs finished the look which portrayed a petite female body.

Chell walked closer and found that the artificial woman was held up by massive, thick cables that were plugged into its spine.

What the hell is this?

What on earth was She planning to do with this thing?

Chell leaned forward to touch the base that the construct was plugged into when suddenly, the eyes snapped open with an all too familiar gold glow.

Chell gasped and stumbled backwards right as the eyes locked onto her.

The woman reached an arm behind her with unnatural grace and ripped the cords out of her spine, with each cable shrieking electricity in the air as they were rent asunder.

When the last line was removed, the form hit the floor hard, but slowly drew itself up as though it had not just suffered a fifty foot drop. The woman's 'hair' was standing straight up from the static charges that clung to the air. The mouth shaped itself in a sardonic smile as the head tilted itself up in a cocky posture. The eyes, though. The eyes never left her own.

"You know, I was saving this for you…for a special occasion. It was for emergency test subject retrieval. In case you would ever find a small populace of humans to accept a lunatic like yourself, I would still be able to …persuade you to return. Unfortunately, it is still in beta. Unfinished, if you will…. Well, luckily, it seems to be workable, and the terms for its use may have changed, but the original purpose still stands."

GLaDOS slowly stalked over to a frozen Chell, as if she were a predator that had cornered its prey.

Leaning in close enough that Chell could feel the cold brush of silicon lips over her ear, GLaDOS dropped her voice to a whisper.

"And don't worry about the chassis… everything here is replaceable. I'm not even mad at you for that one. I was actually hoping I would get a chance to show you this…project of mine. And now here we are. This is going to be a lot of fun…for me."

A pale hand, looking as though it were carved from marble, reached out and plucked the long forgotten wire cutters from Chell's hand.

And casually crushed it as though it were made of paper.

It was at this point that Chell had decided that retreat did not mean the same thing as surrender, and bidding farewell to her beloved cutters, sprinted back to her original escape route.

She heard a melodic laugh sound out behind her and the sharp clicks of a metal heel as the android casually followed her.

Taking a wild dive through the portal, Chell left the Enrichment Center and fell hard, back into the old testing chamber that she originally escaped from.

"…You took us back to a test chamber? How convenient."

Panic stricken, Chell's head whipped around to stare in despondency as GLaDOS neatly stepped through the portal and back within an arm's reach.

But…she had to have been at least thirty feet away from me when I ran...

Desperate, Chell jumped to her feet and aimed a high kick at the android's smug face.

GLaDOS's arm moved so fast that she almost missed the moment when her kick was blocked and caught neatly.

And the entire time, She still never took her eyes off her own.

Angrily, Chell pushed off with her free leg to lean forward and deliver a haymaker straight into that smarmy grin that hadn't faltered once yet.

It was like punching a concrete wall.

Taking her smashed hand and curling it up against her stomach in agony, she let loose a long hiss of pain.

She was so preoccupied by the fresh waves of pain that her throbbing hand brought her, that she didn't realize that GLaDOS had released her leg in exchange for her arm until she was falling down to the floor, her head narrowly missing a heavy duty super-colliding button. Once her spine forcefully met the ground, she struggled mightily against the pin that GLaDOS had effortlessly held her in.

"You know, I should have anticipated you would try to kill me. It is how our encounters usually end up. Haha, well, how does it feel to know that no matter how many times I die, I will still be there to find you? How does it feel to know that you will never be able to escape being a test subject?"

A sneer painted on thin lips of silicon stretched across the feline face.

Chell snarled an animalistic sound and writhed in her grip, determined to fight until the end.

The android heaved a sigh and shook her head with an affectionate smile.

"Stubborn as always…"

The good natured smile belied the sudden pressure increase in her grip.

"I have an idea. Since this form is still in beta, lets test out its capabilities shall we? Let's just see how strong I can really be…Initiating touch calibration test."

The powerful grip that was currently bruising her arms suddenly became unbearable. Chell screwed her eyes shut from the pain. Wincing, she heard her bones start to creak from the force being exerted on them. But, before her arms snapped in two, GLaDOS eased her absolute grasp and twisted her arms back behind her.

"What's the matter? You don't seem to be so enthusiastic about this. …Don't tell me that you liked the regular testing track from before…"

Chell trashed in the unyielding hold of the android and only succeeded in pushing herself into an uncomfortable angle. She glared up at a pair of yellow lit eyes, which were currently watching her struggles with a sadistic glee.

Her portal gun was digging sharply into Chell's hip bone….and it was only a breath away from reaching her fingertips.

…If she could only just slip her finger around the trigger…

Laughing with an unrestrained pleasure, GLaDOS harshly jerked Chell's arms back until her shoulders began to scream for mercy.

"Don't worry. The calibration tests for this form won't take long. Just a few hours of interfacing will be sufficient. …Maybe more if you persist in this… disobedience. And then, since you are so keen on returning to our favorite old pastimes, I think I might just indulge you with a little bit of rewarding. I'll even set the Thermal Discouragement Beams to Mild Persuasion levels. As a gift. From me to you. In honor of our long-lasting friendship."

If Chell tried to struggle again, she would surely pop her shoulder right out of its socket…but then again, this new position, with all of its pain and humiliation, finally gave her just enough of a reach that she was able to slip a bony finger into the trigger.



A blessed sound rung out from the portal gun as a blue ring of light appeared beneath the two of them, tearing a hole in the space-time continuum and rendering a new gateway entrance. Chell smirked as GLaDOS's superior expression was replaced by one of the utmost frustration. Then the two promptly fell through the air.

Chell's long fall boots automatically picked up the sudden discrepancy between their owner and the earth, and the mechanisms within the footwear automatically set out to right themselves in midair. This also had the added bonus of flipping Chell's captor over and sending the metallic body tumbling.


Immediately throwing herself in a ready stance, Chell watched as GLaDOS's limbs each twitched, before jerkily stretching out in all directions in an attempt to pick herself up from her undignified position.

Chell looked on, dumbfounded for a moment at the sight of her tormentor flopping around helplessly.

...And started to laugh in a breathy fit.

Of course She would have trouble controlling herself….This form was still in beta. Untested.

And now that she was able to get a better look at her, she realized that the form was even more unfinished than previously thought. The hair had no human shade to it. The skin had no hint of living color to it, instead, being a clinical eggshell white. And the eyes. Especially the eyes. They glowed as though hell itself was lighting them up. This form was still in production. Apparently the only thing GLaDOS was able to add to it was the silky covering of silicone to mask the most unnatural bits of steel under the mock-flesh.

She doubted that GLaDOS had even had any real time to get used to working this female body. And judging by the confusion in her movements, her sensors must have been scrambled from the fall.

The addled robot's flailing came to an abrupt end when all of her limbs suddenly dropped and her entire being stiffened. The golden eyes snapped shut, and her body relaxed.

Disturbed, Chell immediately wondered if she had somehow actually killed GLaDOS with this latest stunt. Even more disturbing was the realization that, the thought of actually ridding herself of the damn AI once and for all did not bring a sense of relief, but instead, a sense of inexplicable sadness.

God…next I'll be saying I enjoy testing. I really, really need to get the hell away from here…

With compassion overwhelming her greater instinct of logic, Chell began to approach the prone woman, only to jump back as a strange clicking noise permeated the chamber.

She nearly leapt out of her skin when the yellow eyes cracked open with a fierce look aimed directly at her.

"Well. That was interesting. But now that I've recalibrated my systems, that dirty little trick of yours won't work anymore."

Oh…we'll see about that….

Chell immediately shot a portal in the ceiling directly above GLaDOS. Looking her directly in the eyes, Chell fired a second portal. Right beneath the android.


It was actually quite hilarious to see the once proud queen of science free fall through an endless loop.

But, unfortunately, the fun could not go on for too long, as she needed to finish her original plan of 'freeing' GLaDOS's core and leaving Aperture behind, once and for all. Chell smoothly brought the gun up and fired a final portal to break the spiral.

The android slammed into the floor tiles so hard that a cloud of dust and debris was kicked up from the shockwave.

Hmm…maybe I was a little overzealous in creating that freefall…

Chell began to walk over to the cloud before stopping dead in her tracks.

The portal gun clattered to the floor.

Chell looked on in a mixture of horror and shock as two burning eyes peered back at her from the epicenter of the dust cloud.

"You shouldn't have done that Chell."

Oh shit. Oh shit. Oh shit.

"I can assure you. This next test will not be so pleasant."

Running on pure survival instinct, Chell grabbed the nearest weapon: a storage cube that had been sitting neatly, waiting to be used to solve the very same test chamber they were currently standing in. Well, this time it would be used as a solution to a very different problem.

With the strength that only an adrenaline rush could produce, she hefted the weighted object above her head and prepared to bludgeon the AI.

And unexpectedly, GLaDOS had moved. In a blur she reappeared. Inches from her face.

The next few seconds seemed to go by in slow motion for Chell.

Maybe because to this very day she still wasn't quite sure what happened.

All she knew was that when she instinctively leaned back in a panic, the cube slipped out of her grip. And tumbled onto the heavy duty super-colliding button that had so very nearly hit her head when she first escaped into the chamber.

The door to the test chamber lit up with a vermillion light, and a checkmark clicked appeared on the door lock.


GLaDOS let out the loudest, most obscene moan that Chell had ever had the pleasure of hearing before in her life.


Chell watched in disbelief as the android's face exuded an expression of absolutely mind-numbing pleasure, as her entire being curled in on itself and sank to its knees.

"Haaaahhh….I…What have you done? Ooooohhh…."

And suddenly the answer became very obvious.

Those breathy moans were quite similar to a particular function of testing protocol that Chell was made familiar with when Wheatley had his turn at being the test proctor. Watching the shudders from GLaDOS slowly begin to subside, Chell formed a hypothesis.

This android form did not have the time to build up a resistance to testing euphoria.

It must have been pleasurable for her.

Very pleasurable.

When GLaDOS finally gained the faculties to look back up at Chell, she immediately snarled in an indignant manner.

"If you think that yoOOohhhh…."

Chell casually lifted the cube back up from its place, and gently slid it back around the red button, listening to GLaDOS's electronically vocalized breath hitch.

"Mmmmm….what- what are you doing?"

Poor thing sounded frustrated.

"Don't- don't toy with me…."

Chell grinned before releasing the cube and re-solving the test.


Listening to the gratified cry echo throughout the facility, Chell let herself get caught up in triumph for finding a weakness in this new form.

She was getting so cocky, that she almost missed it when GLaDOS whispered underneath her breath.

"Just like them…using this to control me…just like them...Should have killed you when I had the chance. So degrading…Vile thing…"

She was right.

The worst part of it all was that She was right.

This was wrong. Well, using this way to subdue her. She really was no better than the scientists in this way, now was she?

No. This wasn't right. She needed to prove to GLaDOS that she was better than that. Chell would not stoop down so low in her bid for self-preservation as to make others suffer for it. Even if it was GLaDOS she was talking about. Abusing her senses just for the sake of keeping her incoherent…

No. The scientists did that. And she did not want to ever follow any of their footsteps. They made enough people suffer already.

So.…She wanted Chell to solve tests?


Then she'll solve tests.

Crouching down until she was at eye level with the still shivering-in-rapture AI, Chell gently leaned forward and laid her palm on the cool, soft cheek of the android.

Golden eyes opened to regard her in confusion.

Chell let her hands drift up and down the android's naked form. Caressing a steel crafted collar bone, gently splaying her fingers across a titanium ribcage.

"Get your hands off me you deprived orphan!"

Chell paid her no mind, and instead slipped a hand up a perfectly sculpted thigh, another hand gently curled around the curve of a milky white breast.

"You- ahh- have you no shame?"

Shaky, silicone coated hands curled around her shoulders and fluttered downwards to rest at her hips.

Chell started to feel warm. She blushed as she carefully drew a hand downwards and felt the android's cheeks. Hearing her own breathing start to dissolve into warm, breathless gasps, she started to operate more on instinct, stroking upwards, between the droids thighs. Leaning forwards, she licked a line up the woman's neck, and was rewarded with a sharp cry of satisfaction.

"Ahh-Ahh….My …You…You're…Ah…Ahhh!"

The entire body of the woman seized up, as the calibration tests for touch were fulfilled.

Holding the quivering form in her arms, Chell waited for the aftershocks to finish. When they did actually begin to slow down, Chell started to release GLaDOS and got all but an inch away before the robot's hands seized her once more.

"Leaving me so soon? We still have a lot of tests to run…in fact…"

Chell shivered, panting slightly as the android drew close and whispered to her.

"Let's run a new test. I want to hear you scream. I want to know your scent. I want to see all of you. I want to taste you….I want to test you."

Chell leaned back and looked at her in shock.

"Please…let me….let me have you…Chell…let me…"

Chell closed her eyes, threw her prayers to the skies above, and leaned forward, pressing a kiss on the unnaturally soft lips in front of her. Slipping her tongue past the pearl colored lips, she found herself fighting the other woman for dominance of the kiss. Carefully, she climbed into the other's lap, and entwined her legs around her opponent's hips, grinding hard against them.

Using her leverage, she took the other's lower lip into her mouth, and gently bit down on it, soliciting a moan.

She felt hands snake up her sides and begin to slip underneath her shirt. Immediately she broke the kiss, and snatched the hands back away, giving a stern look at an obviously frustrated GLaDOS.

"But it's in the way."

Chell kept the woman's hands caged underneath her own and kept her piercing gaze fixed on golden, narrowed eyes.


Chell smiled.

And slipped her shirt off, slowly unlatching her bra and dropping it off to the side.


She watched as the woman's eyes drank her in, before flicking back up to meet her own.

"Hah…Please…I need to see more. I need this…"

The android leaned forward and in a perfect mockery of Chell, licked a line up the test subject's neck, while gently fondling her breasts.

"Please Chell…finish this…"

Golden eyes looked up at her imploringly, putting to words what GLaDOS no longer had the will to voice.

Chell leaned forwards and whispered a soft "Shhhh…" into GLaDOS ear, softly stroking silken strands of white hairs.

The android shuddered with anticipation and flexed her grip, ever so gently.

It was so disturbing that only a few minutes ago they were going to kill each other. And now?

Now the woman was burying her face into Chell's hair, breathing deeply with artificial lungs that didn't even need the oxygen.

It was even more disturbing to Chell when she found that she liked it.

Both women shivered in delight when Chell slipped out of her pants. The automaton didn't bother to hold herself back and promptly ripped Chell's panties in half.

I guess when you're this close to 'finishing', restraint is only a pleasantry.

Yes. It was disturbing.

But hey, normalcy is overrated anyway.

The android reached forward and gently began to thrust warm fingers between Chell's thighs. Chell's legs quivered, but, not one to concede submission at this point, she used her own raw force of will to stop grinding in time with the rhythm the artificial hand had set, and instead, flipped the other on her back, and leaned down between long legs.

She licked at a soft fold, her hands holding onto hips that were mechanically twitching in time with her pacing.

When the android's thighs began to close around her head, and her entire being began to quiver, Chell abruptly pulled away.

"Augh! What- I'm so close! What are you doing!"

Chell gave her a hard look, before slowly skimming her fingers around her slit.

"Ahh! I- I'm sorry! I'm sorry for kidnapping you! Please!...Finish this! Please! Chell…I'm begging you! Ah! I need you! Chelll-ahhhh!"

At the sound of an appropriate contrition, Chell leaned down and let the woman come undone, having satisfied all of the five basic sensory requirements at once.

Hearing the fulfilled cries of her arch nemesis fill the chamber, once more, Chell felt a fluttering in her stomach, but decided against her own needs.

Right now she needed to figure out a way to escape and formulate a new plan for this nigh indestructible android form.

Rescuing GLaDOS from her testing impulses could come later.

Shakily standing up, Chell realized with chagrin, that in addition to a new plan, new clothes would also have to appear along the way. She started to slip into her old, wet clothes, when suddenly a hand snapped out and ensnared her wrist, tugging hard on it.

Losing her balance, Chell flopped backwards, right into GLaDOS's lap.

"Ahhh…Chell. Don't go yet. I wasn't kidding when I said we still had a lot of tests to run. This was only the beta model."

Chell swallowed heavily.

"In fact, we haven't even tested the alpha model yet…"

Thanks for reading!