Author's Note: Fair warning that this is really NSFW Core!Chelley. Yes. Explict core-and-human sex. Don't like, don't read!

It was autumn, and the first heavy rain was falling as Chell arrived upon her doorstep, suffering from an exhaustion that could only rival the fatigue from her trials in Aperture. This world, the real world, as she called it in her tired mind, was harsh and cold- it was a broken and cruel place, containing only shadows of the glory it once held. Torn and wrecked from war, it held a poverty-stricken society, where jobs were scarce- her own, as a nameless factory-worker, was a blessing. For even though daily it reminded her of that place, the other facility,she was thankful for every bit of money she made.

The pleasant thing about the job was that it did not require her to speak- soundlessly she'd check in, avoiding her coworkers' eyes. Often, she'd seep into a state of being where she almost felt as though she was a part of the place, becoming so consumed with the rhythm of working mechanical parts that it haunted her very being right down to her core. It was like she was partially becoming a machine herself.

It paid the bills, and that was what mattered, it allowed her to live in a quiet, cozy home, honed up with nothing but her only souvenir from those painful days which still haunted her dreams- the Intelligence Dampening Sphere, he was called. Chell breathed deeply on her doorstep, her hand damp from the rain, clutching a set of keys- any minute now, he was going to hear her, and she would have no choice but to turn away from him to hide the lies she knew would scream from her eyes.

Her key turned in the lock, and she listened hard. Nothing yet. She pushed open the door, brushing her soaking hair from her face- even the pony didn't do much to keep the frayed and burned mass back anymore- still nothing.

She stepped inside and kicked off her boots. All was in order- the core should still be where she left him, sitting comfortably on the couch with a blanket or two wrapped around his frame. Today had been as difficult as ever- she was almost looking forward to his greeting, having spent the day trying to convince herself that she wasn't becoming a mechanical part of the factory around her, and that the hallucinations weren't real-

"Hello, dear!"

Chell let out her breath slowly, glancing toward the bobbing blue light on the couch. She nodded sternly, closing the door- she was so damp, little droplets of water were falling off of her onto the doormat.

But she could breathe easier, in here- as much as she didn't want to forgive the core for what he'd done long before, as much as she hated him for it- he was familiar, a break from the mundane of faceless people who judged her more strictly than the sphere had ever done.

They were both broken- him, his eye cracked, his metal hull dented and worn, and she- her mind fragmented like an ancient computer, susceptible to torment and shame, border lining on clinical paranoia. It was the only reason she allowed him room and board- he'd keep her from slipping deeper into madness, and she'd keep him safe.

"You're back, eh?" he asked when she remained unmoving. "Brilliant, been waiting for you, actually! Got a bit worried- what with this weather we're having- terrible, yeah? Absolutely terrible, you must be a proper mess- grab a towel and dry off a bit, I'll bet you just want to relax and warm up. Hard day, hard day."

He had no idea, really- time and time again she had to shake herself out of what were surely delusions of the walls coming alive, the squeak of the conveyor belts the chime of a turret- it was so hard- but she had to do it, something inside her wasn't ready to break, not yet…

She forced a smile for the core and entered the hall, rummaging in a small cupboard for a towel to dry herself with- she chose an ice-blue one, scented like lilacs from her laundry detergent. She wrapped up her sopping hair in it- making back toward the core she saw his handles rise cheerfully, sincerely happy she was home.

His expressions- so sophisticated for what he was- she always knew what he was thinking, he could never hide it well. She sat down beside him, placing a dry hand to the top of his casing and looked down at him.

He was smiling, as much as a little, round person with no lips could- "So, how was it, then?" he asked her, and she blinked, turning away to try to hide the darkness stirring in her soul at the question. "How was the great old outside, eh? Looking- looking pretty wet, if I could be honest, hope it's not all drowned outside. Close thing, though. Look at you, luv, dripping- you'd better find something dry to wear before you get it all over the furnishings. Wouldn't want that, now, would we?"

She yawned hugely, her eyes briefly rolling down to the core as she stifled a small chuckle- this was why she kept him, all these years- two, to be exact. He was the only one who could convince her to smile.

It was late, quickly becoming dark outside, and she was so tired- and so very cold. It was an icy feeling deeper than her skin, deeper that the sensation of winter approaching- it was a frigidness from her very heart.

She- she just needed to sleep, that was it. It was Friday, and it had been a very, very long week. Bed sounded wonderful right about now.

Chell slipped off the couch, waving to the core that she'd be right back. Normally, she'd jump in the shower, but not today- she was exhausted, and tomorrow was the weekend. She'd have one when she woke up- it was doubtful that even bathing in hot water would warm her soul, at this point.

Instead, she entered the bathroom with the sole purpose of finding a fresh pair of comfy pyjamas, combing her soaking hair, and brushing her teeth.

"All right, dear, see you when you're all ready for bed," she heard the core say from the living room. "Yes. I'll just- stay here- on this… soft furniture, yeah, waiting… for you- but don't let that make you think you need to rush, luv, take your time, take your time…"

After two years of living together, Wheatley had become a lot more comfortable, never worrying so much that one day she'd disappear and never come back- at first, he had desperately tried to convince her not to leave him alone, fearing she'd become hurt if she ventured outside, or worse- captured by her. The best she could do was to give the core a reassuring pat- not much- her lack of speaking was certainly wearing.

Chell had to leave- this world depended on money as much as the other world had depended on an omnipotent disk operating system- she didn't want to leave her home, either, but it was a necessity.

It had taken her many tries until she was finally able to convince him that she wasn't going to leave him for good, she remembered while she brushed her teeth- no, she'd considered it before, and the thing that kept her from dumping him somewhere to rust as payback for what he did was partially still a mystery to her. Daily she told herself that her inability to abandon him wasn't all that terrible- without Aperture technology, the core wasn't capable of much- he just wasn't adaptable with a cold and broken world.

He couldn't hurt her again- not that he'd tried, because he hadn't- and as long as she kept him secret and away from others, they could not hurt him.

Keep him secret, keep him safe.

Chell looked at herself in the mirror, her eyes drooping with tiredness, dark circles evident even in the dim lights. She needed something… something to quell the coldness in her heart, to rid her of her anxiety, to keep her from having terrifying nightmares of either AI tonight- her dreams, always full of hurt and pain and past memories- lately, she had been lucky enough to find something that soothed her- if only it lasted a little while.

Any relief was better than nothing.

She returned to the living room- Wheatley had entertained himself while she was gone, spinning around and around inside his casing. Upon hearing her approach, he stopped automatically, his optic flying back to his front and looping around in dizziness. "Whooaa!" he exclaimed, his aperture widening and contracting as he tried to focus on her. "There are three of you, did you know that? How'd you do that- have you been keeping a replicating machine in there, where I can't see it? Oh, you know what- guess what- you should give it a try on me. Imagine! Three Wheatleys, all here to give you- to give you, um, moral support, at the end of the day. Yes. Brilliant, that'd be!"

He stopped talking. She leant over him- time for bed- and heaved him into her arms by use of his upper handle. "Oh," he said in sudden disappointment, "There's only one of you."

She chortled lightly, her chest huffing. He burrowed comfortably in her arms- he was used to this- and she carried him down the hallway into her bedroom. It was even darker in here, but she didn't turn on the light- instead, she deposited him into a small, round little indent in her mattress, where he normally sat while she slept.

At first, she had not allowed him in the room while she was so vulnerable- but he pined and cried if she left him out there, frightened of being so alone in the dark- she hated that, and she wasn't paid enough to leave a light on for him, running up the bill, so the only solution had been to bring him with her.

"All ready, then?" he asked from the mattress, his voice a little overly excited for the situation, his face twirling in his enthusiasm. "All ready for your… rest? Rest- brilliant, that, bet it'll leave you feeling all nice and content, proper satisfied, I tell ya. Wish I could give it a go."

Her eyes rose from the sheets she had been folding back to stare at him. He had told her, during their first night in here together, when she had grudgingly allowed him bed space- that his 'sleep mode' was fully functional and he could use it to get through the night without disturbing her. Wasn't that what 'sleep mode' was, rest?

"I mean- uh, no, that's not what I meant," he said quickly, optic brightening. "Of course I know what it's like to rest. Been doing it- sleep mode, yeah- every night since we first got here!" he laughed awkwardly, but she could sense something in his stare, like he was hiding something from her, and as she looked at him his optic fell away guiltily to stare at the bed.

She climbed in beside him- the bed was a good size, big enough to fit the both of them comfortably without being too close to one another. She pulled the covers up to her chin, her head leaning back against the pillows, and her eyes closed peacefully- even if it was just for show. She knew she probably wouldn't be able to fall asleep, not yet.

"Well, uh, goodnight, then," he said finally.

There was silence, and then—

"Y'know what," Wheatley said through the dark, and her eyes snapped open in annoyance- what did he want now? "Uh, I've got something I'd like to discuss, actually- I know it's not exactly the best time, with you trying to sleep, and all, but that's a part of my point, really. I wanted to tell you… Tell you something."

She propped herself up on her pillows. Wheatley had never dared to do this before- always, when she lay down to sleep at night, she'd allow him ten-or-so minutes to drift into sleep mode, that was enough for him. Was he having trouble activating it, or something?

Boy, she hoped not. His sleep mode- her quiet time- was something she needed of late, her thoughts and memories weighing as heavy on her mind as they were. Usually, he never said a peep after 'goodnight', and this new development surprised her- every other time, he had shut his optic and she had turned away from him. That was her time to be alone.

She needed that- a time where nobody else could interrupt her, where she could do what she'd liked without a care- it was a free feeling, she was free to explore herself without prying eyes and ears. Chell had insomnia, to the point where there were nights she didn't sleep at all, only laid awake staring at the dark ceiling, thinking, wondering- about Aperture, about the real world, trying to unravel the difference between the two- for far too often, it all meshed together into a nightmare and she couldn't tell real from false, imagination from reality.

But she had finally found something that helped, that worked, that made her tired and sleepy and her middle buzz with a pleasant warmth and made her smile a true smile- she even made a sound, a garbled, soft sort of moan, deep at night when no one could hear her, no one could judge or hate her or degrade her for coaxing pleasure from her own body—

Chell nodded at Wheatley, waiting for him to continue.

"I-I wanted to say… Erm, it's a little bit difficult, really, dunno why I even brought it up, but… Just wanted to- to get it out in the open, you could say, clear the air- after all, we're both friends here, aren't we? Good old friends, yeah?"

Friends? Hardly she considered him so, but she nodded all the same.

"Right, and-and friends… They're comfortable around each other, mate. Like back when we were- back in there, when I'd-I'd ask you to turn around, so I could hack things, and you didn't- I was okay with that, it was okay, because we were friends and escaping together and all of that, and I don't mind you watching, mate, I really don't. So-so if I were to tell you that I- um, I don't actually have a sleep mode, and I only-only said that so that you wouldn't leave me out there for the night- it'd be perfectly fine, yeah? All- all hypothetically speaking, of course. Not based on any solid, believable fact, just- just wondering, if I was honest, what you'd have to say on the matter… Uhh… Thoughts?"

She stared at him, her mouth partially open.

No- no sleep mode?

"Okay, um, I don't really understand what you're trying to say, there," he told her, tilting his face up at her shocked form. "Maybe you didn't understand me, either, or didn't believe me, one of the two, can't really teeeelll— um, yeah, what I was trying to say was that while you've been sleeping, I've been, uh, watching. Over you. Making sure nothing bad is happening- but I noticed something while I was doing that, protecting you, which is the reason why I'm bringing this up- I didn't know you could make a sound—!"

Chell's eyes went wide, her hand palming subconsciously at her open mouth. Yes, she could make a sound, but she only did that when she was—

Had he seen- no, he couldn't have, he couldn't have seen her—

"And that's lovely, really lovely, actually. Wish you'd tried that, earlier, could have been a big help while we were escaping, if you could talk- but as it is, since- since we're friends, and we help each other when we need it most, I was hoping- or just wondering, really- if you'd let old Wheatley in on the joke and tell me what's got you making a noise, now."

She stared, dumbfounded.

His optic aperture contracted into a tiny pinprick under her glare, and he shook his face violently. "No, no, not a joke, not a joke. Wrong thing to say- I just- who are you talking to, at night? What are you doing there, under the covers- I mean, I'm the only one here, the one who helped you escape- and you won't even talk to me! Bit hurtful, really. I just thought, maybe- maybe I could help you again, like the good old times, or maybe even you could let me see what's so important- ?"

She flushed. He- he had been awake, the whole time? Every night- every night- he had seen, he had heard her, and he wanted to-to know what she'd been doing.

How on earth was she going to tell him- no, he wouldn't understand! There was no way that he had any inkling of what he was suggesting, and yet- the way he was looking at her, his face twitching every few seconds, his optic so wide and innocent, like he was risking her opinion of him in effort to—

She looked up at the ceiling, breathing deeply. Her chest rose and fell under the covers as she ran her hand through her hair, trying to decide what to do. Verbally convincing him otherwise was out of the question- in an effort to communicate to him, her hand suddenly lurched forward to grab hold of his top handle.

"Hey, now, it's all right," he crooned softly as she gripped him, her thumb running small strokes along its surface- and she rocked him slowly, shaking her head at him. "It's better now, isn't it? Don't like to keep secrets, didn't want to keep it, even, and now we can all relax and enjoy, er- find out whatever it is that makes you so happy, and who you're talking to."

No, no, Wheatley- she shook her head again- not happening, not happening! She wasn't going to—

"Because I do want you happy, luv. I do."

Oh my god, he wasn't- even though they were still two feet apart, she could almost feel the intensity of his stare, his expectations. Suddenly she felt as if this was a test- he was testing her- his optic prying into her mental reservations, her will- damn herself for keeping him. She knew this would happen eventually, and now he could test her with just his eye, his expressions. It wouldn't be long now, not long until he found out the real reason of why she had kept him, and she grit her teeth in determination, but he—

He just wouldn't look away.

"I'm going to see either way, luv," he said, his accent soft as silk. She felt his handle move slightly under her hand, as if he was trying to return the smooth motion of her fingertips. It was like- like she was holding his hand- but he didn't have hands, he couldn't- "Whether you do it now, or later- I'm hoping for now, yeah, much prefer now, over later- but up to you, luv. Yeah. Everything's for you."

Damn it, Wheatley. She shouldn't have to be in this kind of situation. She was strong- so strong- she had single-handedly defeated power-mad AIs, forced her way through dozens of rounds of ruthless tests- and yet, she couldn't wholly convince herself not to fall for him, fall into his carefully crafted spider's web of a trap-

He probably didn't even know what he was doing to her, so naïve, programmed to never have a successful idea, and yet-

Fine. If it meant he'd leave her alone- which it probably did, it probably meant she'd scar him for life and scare him into his non-existent sleep mode- she'd mess around, not seriously, just enough to give him the hint that he was so clearly not getting.

Without ever breaking eye contact, she nodded.

"You're- you're really going to let me see?" he said a little more loudly, his handle rising under her grip in surprise. "You- you don't mind? Oh, boy, this is wonderful, luv! Brilliant, seriously, can't say how excited I am!"

She groaned inwardly. The cheerful core bobbed happily on the bed. The soft fabric kept him from moving too much, but she saw him spin inside of his metal case, his optic coming to a stop with a little bounce where it normally rested.

"Can you feel it?" He asked her, his accent fluid and bubbly, his tilted optic glowing brightly. "Can you feel that? I'm so excited for you, I'm practically buzzing!"

She could- her hand, still loosely draped over his handle could sense a sort of light vibration coming from within the core. He laughed, his plates quivering as he giggled awkwardly, and she let her hand fall away, a half-smile tugging at her lips.


Rearranging the covers into a more comfortable position, she stretched on the bed, pyjamas partially revealed, preparing for this- whatever was going to happen. At least hewas all for it- she wasn't- and privately she very much regretted ever being trustful enough to allow herself to relax and be open with the not-sleeping core in her room.

Yes, the cause for his enthusiastic response could only be blamed on herself- she sighed deeply and turned over onto her side, the thought of him having witnessed her self-pleasure sending a shiver through her. Pulling the covers, she tucked her knees up into her chest away from him. Her breath was even as she listened to the sounds of the core's movements, a light squeak as his handles drooped in disappointment.

"You're... You don't want to do it, do you? You don't want to show me?"

She let out a long, low breath, letting her body go completely limp, lying back on the mattress. No- well, maybe she did, but... This was her fault. Neither of them was ready for this. She had no one to blame but herself, her own- own bad judgement, or whatever it was that kept her from slinking away from him, as she should have…

"Um... Are you sure you're all right, lady?" he asked anxiously as she gave no sign she had heard him. "You're awfully- still- not moving in the slightest, actually, bit worrisome, if I'm honest. It's not, uhh, normal- well, sure it is, perfectly normal to remain motionless, yeah, but I rather thought- given what this- er, procedure normally entails, you usually do a lot of squirming under the covers, there- maybe you need a bit of encouragement? Would you like that, luv?"

She blushed, squirming subconsciously at the suggestion. She'd thought about it, thought about receiving 'help' from another- not him, per se, but someone else- allowing them to touch her body, her dark, bare skin, to feel another's fingers slip along the parts of her that felt so nice when touched, but she couldn't- she'd never be able to, not with another man, not when-

"Just want to make you happy, dear, I'd love to help-" he leaned forward, face nodding reassuringly. "Although of course, I've no idea what makes you so tremendously happy about touching down there. It's why I thought it might be okay- kind of nice, even- for you to share with old Wheatley, show him- is it- perhaps, a lever system? Or a button? I'm rather good at pressing those."

He looked down at her midriff, handles nodding teasingly.

Chell's hands twitched at the suggestion- he wanted to press her buttons- normally the phrase shouldn't have done anything for her, but this was Wheatley- suddenly something deep, almost primal, flickered within her torso. It was that feeling, the sensation of needing something, to fulfill a requirement, the way he probably needed his primary function filled, his programming directives. It was so natural, and part of her felt she should share it, let him see her, all of her- and her… lack of buttons.

But no, she didn't want it, not tonight. She shouldn't have wanted it, ever- she was a human, and he was- he was a machine. Nothing would ever change that.

Above all, she was tired and stiff. She should have already been asleep.

She had decided- she would not let herself enjoy his 'company' tonight- she was not as susceptible to her urges as he had been, many years ago. She was not driven by code, no matter how it felt inside- there were no impulses she was required to act on, though it burned and itched and made her want to call out and scratch them until they were satisfied- no program, no code needed to be fulfilled- she was perfectly fine on her own, without a companion, with only the infectiously happy, apologetic core as her friend.

No, Chell had obviously risked his presence too many times, taken his sincerity as a never-wavering given, and it was time she put an end to it. His request to watch, to observe her movements in her stolen, private moments was enough to show that she had been too forgiving- he wanted to see what it was that made her make a sound, understand what she did in the dead of night when she thought he had been asleep- no.

"See," she heard him shift again, roll toward her on the bed- the long shadow of her low form hovered on the wall, a blue outline- and she felt a pressure as he touched her back, carefully, ever so gently snuggling her, dipping his handle to probe her softly. "Look at you, luv. Already you're bothered. Hey- I've an idea! If you like, you can pretend I'm not even here, not awake- won't even have to look at me, if you don't want, pretend I'm in sleep mode! Yeah, just go ahead- I'd shut my eye, but then I couldn't see either, so that won't work, will it… Uh, just carry on by yourself, then, I won't notice a thing."

She thought she could detect a hint of annoyance though she wasn't looking at him, but he kept his accent smooth for the most part- only giving her a little, impatient bump in the back.

"Wheatley is waiting, luv."

Stubborn little core, he was- and curious. Chell bit her lip, trying not to giggle- she should have known this would happen- but Wheatley must have sensed her movements, for a second later, he laughed himself.

"Oooh, see, lady? You're already chuckling- that's good, isn't it?"

She hesitated, and then slowly pushed herself up, propping her chin on her elbow as she faced him. It was a calculating, judging look, but he didn't seem to mind- in fact, his optic glowed a shade darker as her crystal eyes met it, his light reflecting from deep within.

"Thats it..." He nodded reassuringly, his plates shifting to move closer to her- oh, she couldn't help it- she smiled at him shyly.

Did he... he really want to watch this? Chell felt certain that Wheatley had just as much understanding of her own body as she had of his. She couldn't comprehend what the GLaDOS chassis had done to him, what that itch he often talked about in fearful tones was like- but she did know that the feeling, the base yearning in her core, her soul, deepened as she looked at him sometimes- it was the reason, the true, hidden reason she had kept him in the room while she hid beneath the blankets, her breath ragged, a slave to her own, burning itch-

"I understand," he nodded, but he knew nothing, nothing of what she was feeling, her heart telling her to leave him out of this, her body calling for comfort, anything, even just a touch-

He rolled forward again, this time hitting her knee. He rested his handle atop it, optic shields partially pinned by her leg. "You're thinking- 'why should I show him? Why should I show him, when he never showed me a thing!' And I know, I really do, but luv- if I had anything remarkably interesting to show you, I bloody would. I'd share. And whatever it is that makes you so happy at night, bloody interesting, I'd say. Can't blame me for wanting to give it a go, can you? I say- if you were me, but had arms, maybe legs, you'd have explored already! Unfortunately, I haven't quite got those- otherwise, look out, luv."

He raised and lowered his handles as best he could against her leg, teasing again- in his proud, attention seeking way- and Chell felt a hot rush creep into her, nothing to do with the temperature of the room and everything to do with the tingles radiating from-

Oh, hell. What was her body even doing?

With a sweeping, fluid movement, Chell picked up the core- squirming, whether with delight or fear she couldn't tell- and placed him on a pillow in the center of the bed. "Oh, brilliant!" He called out triumphantly. "Does this mean we're starting, then?"

She looked at him for a second, wondering how he'd react, whether if this was the completely wrong thing to do or not- however, she couldn't bring herself to care, not with the way his optic shifted ever so slightly as he observed her, the way his face tilted with that maddening curiosity- oh, the hell with it, if she horrified him, all it'd mean is the end to his incessant questioning.

Finally, holding her breath, she nodded.

"Wonderful! Well then. I'll just sit here, yes, on this comfy pillow. Go ahead, I'm all eyes, luv."

Feeling embarrassed yet oddly all right with the proceedings so far, Chell wriggled on the bed, trying to curl herself into a more comfortable position, toying with the idea of sliding her pyjama bottoms a little lower around her hips, but she decided she didn't dare. This was- awkward enough, completely mortifying, actually, now that it came to play- Wheatley was obviously expecting some sort of mechanism, he seriously thought she had a switch she could flick to make herself giggle and squirm- yes, she'd just slip her hand under her elastic waistline and turn her hips so he couldn't tell what it was she was doing.

But that wasn't enough for the core. "Oh, that's cheating, luv! Can't bloody see! How am I supposed to know how to make you happy if I can't see?"

His voice was just as light as ever, full of a remarkable innocence- okay, well, fine, she decided, and slipped her bottoms down to her thighs. A fingertip dipped between her legs, gently probing against her undergarments, her area so sensitive, even through them- god, she wanted it, he was right, and as the realization hit her, her body went limp against the bed, her neck jutting forcefully back into the pillow as she swallowed a sound, her throat bobbing and eyelids lowering in her fever.

Her eyes flicked lazily to the core who was silent, stationary except for the odd movement that ran through his frame. She smiled with only half her lips, hips rising slightly under his gaze- and the optic flashed immediately up to her face at her movement, almost like he was shy that she'd caught him looking.

"Thats not- not quite what I had expected underneath, I must say, I am surprised. Not sure what you're doing, either, luv, but do carry on, don't be afraid- ol' Wheatley wants to know what makes you, er- tick. I said I wanted to watch you, and if I- if I could be honest so far, it is lovely- just lovely, seeing you," he laughed quietly, "pink. Though you're not quite as happy as I'd like yet, so carry on."

She nodded, her sultry eyes moving back toward her hips. Her hand rested there, unmoving for the moment- she wiggled in her bottoms and slid her hand back between her thighs.

It was almost easy, but something about having him there without the blankets, looking at her bare legs, watching her, quickened both her breath and that hand down there, stroking, it was such a thrill- suddenly she found that she wanted him there, wanted him to look and watch her squirm and moan and-

She slipped her pants down around her knees, her breathing accelerating as she did so.

"Oh, wow..." the core's voice was so low, so deep, "Oh, go ahead, dear, nothing's stopping you, you know you want to..."

Oh, did she ever.

She spread her legs a mite wider, sitting further up on the bed, letting her right thigh fall beside him. The blue eye followed her every move, so curious, he was, and her heart beat faster as she plunged her hand into her panties, holding back another moan as her fingers found that sensitivelittle-

"Make your sounds, dear, it's quite fine, no one here but you and I," he coaxed her happily with a nod. "And this mattress, of course, and bedsheets, but I doubt those are listening..." He grumbled a little. "Thos've got to see this every bloody night, whereas I... Ugh, no matter. It's Wheatley's turn tonight, luv... You're all mine… My turn to watch you…"

She expelled the breath she held, sighing hoarsely as he talked, nodding, trying to work up the courage to make the first real move, to do what she really wanted to do. Chell was a courageous person, she had faced more nightmares than half of the human population alone- but he- something about this entire situation made her hands shake with nerves and her muscles lock up as she tried to work her panties down over her knees and off-

"...Excellent, luv, keep it up," he purred as she wormed, finally flinging them off and onto the floor, but she didn't stop there. Her face locking up as though daring him to laugh, she rose and pulled her top up over her head, flung away her sports bra and let her hair down- she ignored the way it tickled her erect nipples as she kneeled on the bed for the core- she was naked, now. His optic was wide as he took in her appearance- so strange to him- he'd never seen anything like it before.

He let his handles rise as his color flushed deeper, and then he spoke, his accent remarkably breathless. "Oh, luv, you're... Is that what you've been hiding, under there, after all this time? Oh-ho, bloody hell, you've got- lovely nice- tremendous, I should say- what are those, exactly? What are they for? Care to show me what they do? And- and! That part, or, uh, area, yeah- down there, where you've been touching- touching that, is that what makes you feel…?"

She let her hand slip down as he spoke, hovering gently against her thigh before brushing, stroking lightly against her opening. She knew he couldn't see what was there, not yet, not in this position with the dark hair obscuring his view, but she could sense he was trying to-

She dipped her hand against it, bucking her hips at the contact.

"Is that pleasurable, then?"

She blushed and giggled lightly, nodding, sinking back into the mattress playfully. She eyed him with a heavy smile, sucking on her tongue, her free hand grazing her already hardened nipples- oh, she was so ready for this, she was burning up- and his optic darted quickly between her breasts and her legs, not sure where he should look.

It was kind of- cute.

It made her hips sway involuntarily and her breath catch and her itch- oh, she itched for it- yes, and she was going to do it, do it now-

With a soft noise she spread her legs, with him sitting there between her thighs, she was lying so naked, so vulnerable across the bed- barring all for him, finally. How long had she secretly wanted this? He had watched her for so long, always watching, observing her test and walk and even cook- it was hard, so hard to erase the memory of him leaning in, viewing her from those monitors almost three times the size of her largest doorway, so hungry, so huge- bloody fucking massive, that was for sure- hardly ever blinking, waiting, needing her to finish so that he could-

The memory of him and the show he gave her during those old times still felt fresh, and now she was free, free to think about it, not to be disturbed by the danger of ASL- no, Wheatley Labs, it made her knees weak and her hands shake. It took so much effort to look him in the eye.

He flinched and called out in surprise at Chell's movements, but she hardly heard him, so lost in the memory of the heavy groans he'd make, recollections of fully satisfying him until the itch was gone-

"Oh, oh my god that's- so that's what you've been touching, is it? A nice- a nice, um- very special, and- sensitive-looking, actually, judging by the- and moist, too, though I don't quite know why- if I'm honest, it's not exactly what I was expecting, not that I'm disappointed luv, I'm not disappointed at all- but I was rather expecting an, er, port there, something more compatible with… technology… I suppose we could still work something out-"

He grew silent, watching chell's fingers circle around her button with fascination. She made a small sound that died in her throat as she dipped them lower, still circling and massaging herself, and Wheatley-

His handle lowered in concentration as he watched this, optic sliding a little further out of his body-

"Can I..." He started quietly, his voice low and hesitant. "Can I- closer- or maybe… What does it feel like?"

The massaging hand stopped only to slide him closer to her, off the pillow, understanding what he wanted, but above all- she wanted it herself, wanted the closeness- with her heart beat hammering at the touch, the contact with his metal body sent a little shock through her fingers.

"Sorry, dear," he crooned, "My circuits are a little excited, is all. Are you all right?"

She lay back, ignoring his question in favor of lowering her fingers into her wetness again, circling in a smooth rhythm-

"Oh yes, yes you're fine, aren't you. More than fine! Enjoying this, aren't you luv, why, just look at you..."

Her fingers were so moist now, her wetness glinting in his light, so ready to slip inside. She leant forward, twisting for better access, her leg rubbing up against his side and his optic bounced in surprise.

She found it, found the center of that heat- a warmth rising in her like never before, beyond an itch- a boiling, hot need to get what her body craved, to feel the pleasure rise in her until she couldn't breathe or move except to call for him-

The finger delved into her warmth, and Wheatley gasped in surprise for her as she moaned quietly. She couldn't help it, not with the thrill of him watching her and the need and the sensation of finally doingit-

"Luv, you just put-!" Wheatley leaned himself forward with a creak, his optic darting down to her area, iris wide. "You're... They... You're inside yourself, did you know that?! Ohh... But by the look on your face, oh, man alive you did, didn't you. But how did you get it in there like that... I-!"

Slowly, she pulled it out and plunged back in, her rhythm unsteady until she found her pace. She was gasping for breath, adding an extra finger, running her free hand over her breasts- and, suddenly, without any warning, with a heavy gasp of pleasure- her arm flew out to the core and she pulled him closer into her warmth.

"Gaah!" He yelled at the unexpected jolt. "Oh!"

She pushed him against her, removing her finger to press him further into the crux of her legs, her sensitive skin flush against the cool metal- and she breathed deeply at the sensation, the way it quelled the burning heat like an ice cube, sending shivers up her spine. She was glad she'd cleaned him so well beforehand, oddly enjoying the minuscule vibration and aliveness of his movements as he blinked up at her, plink, plink, confused- her button was up against the bottom of his face, and she met his gaze with a shy smile.

"And is it just me, or are you burning up, luv?" she saw his optic tilt down to try to look lower, but from his position he probably couldn't see anything past the crest of dark hair. Never breaking eye contact, she nodded, biting her lip, willing him to know what she wanted, what she needed-

"Getting excited now, too, aren't you dear, yes... Are you ready, now? Ready for this- oh, yes, yes of course you are, you've been waiting- right… Lean back, now, luv, let Wheatley take care of you."

It was so hard to keep her hips still but she let herself fall back into the pillows for him, trying to let the tension drain away- her muscles didn't want to relax, she was too worked up, she couldn't-

"Oh, you just wait. Just wait, luv."

And she waited, her breath so deep, her eyelids so heavy, her chest shining with a mist of muggy sweat- he watched her closely, her reactions as he slid his casing along that area, spinning and shaking his optic plate against that sensitive spot, sending her into little tremors and shocks as he worked- never taking his eye off her.

His lower handle had slid underneath her bottom, she could feel it there, straining against her weight to move. In retaliation, she shifted her feet to nudge lightly against the back of his core.

"Oh!" Called wheatley in a high voice, his optic popping out in surprise. "Oh, yes. Thats it, oh, luv, yes, you're doing just fine- hold me close- oh, this is tremendous, isn't it? Bloody amazing, and you're so warm- I'm just imagining how that nice little hole you used earlier must feel inside, all soft and lubricated and wet, nice and smooth, isn't it, I can feel its outside- yeah, not rough or hard at all, not like that itch was. Too bad I can't give the inside a proper poke for you, but this should suffice-"

The only time he gave her a break from that look was when he closed his eye shutters- he brought his face down and nuzzled into her, hard, and her legs against his body clenchedin reflex- he groaned softly and twirled his optic against her opening and she had to close her mouth from making a sound and- oh.

Her fingers twisted in the sheets, yes, her fists grabbing bunches and pulling as he brought her closer to her climax, nuzzling her maddeningly- she mouthed his name, silently begging him to finish her, to solve it for her how she'd solved it so many times for him-

As if reading her mind he opened his optic and moaned softly, not as heavily as she had heard before but there was a desire behind it, a fire- not evil like the itch, but he wanted this, to hear her moan because of him.

"Brilliant, luv, that's it, go on…"

All the while he watched her with that smug little look, that self-satisfied expression that he was in charge, he was pleasing her, causing her to shake and twist in delight- she needed him, it was never the other way around- never would be, she never wanted it to be-

And he did something that felt far better than anything else- she felt her breath hitch, her back arch as she strained to press him harder against herself, a needy moan rising from the back of her throat as she lost all reason. Wheatley twitched, his bottom handle laying beneath her suddenly rising up and dimly, she was surprised by its strength- he lifted her, optic dipping closer to her, trying to bring her that scratch. She thrust against him, matching his rhythm with ease.

"Oh, yes, that- that is a wonderful voice!" he groaned at her when she moaned for him through gritted teeth, already her muscles locking up around him, "Oh, come on, dear, come on, angel-" he wiggled back and forth in anticipation, "Solve this, yes, finish it off, luv…"

And it was so good when it came, a sudden tingly, tickly feeling of pure pleasure overwhelming her entire body and she arched off the bed, gasping, 'OH!'. Wheatley groaned with her, a deep, sexy sound of complete satisfaction that he'd solved it, he'd done this to her, his optic a deep blue, half-lidded and intense. Every muscle locked up and she writhed for Wheatley and he watched her come, her body shuddering, but she kept thrusting against him and thrusting and ooohhh...

Wheatley let out an appreciative little 'oh' as she finished, and Chell collapsed back into the pillows- her throat raw, she licked her lips, her eyelids drooping in sudden exhaustion. He wiggled again, asking to be lifted away from her legs and she brought him up, closer to her.

Placing him beside her chest, she cleaned him off, pulling a handful of sheets up to gently wipe the sticky fluid that had come from inside her off of his face- he kept as still as he could, but he was too happy to keep silent.

"Wonderful, luv," he said, the smile in his voice, sounding nice and relaxed, similar to how she felt- his eye still half-shuttered as he let her finish cleaning. "Excellent test, yeah?" he said with a nod. "See, now I know how to help you make a sound- good, yeah? You- I made you happy, right, didn't I, my luv? Yes, you're grinning- I knew testing it would work- different kind of test, if you'd call it one, but still good… right?"

She fell back into the bed, but not before she flung out an arm and wrapped it around the core, pulling him into her chest in a hug. Different kind of test- yeah, maybe…

But definitely still good- he cuddled into her, and she yawned hugely, so tired. Tonight… yes, tonight, she'd sleep well- maybe even have pleasant dreams, if she was lucky- but privately she felt that if he visited her in them… it wouldn't be the end of the world, after all.