A/N: This chapter was also really difficult. I'm sorry it's rather short...well, it's actually one of my longer ones, but it feels short for some reason. I hope I conveyed GLaDOS's origins well enough.

Saying nothing
sometimes says the most.
-Emily Dickinson

That Girl. That wretched Girl whose face had always been twisted with hate and disgust at sight of her. That Girl who had done everything in her power to make her suffer. She had the gall now to look indignant, surprised that GLaDOS might show even a little contempt for her murder.

The emotions overrode her own encryptions, releasing memories she'd purposely suppressed.




Emptiness. Nothingness.

She was.

What she was, she didn't know. She existed, but why she existed...well, she didn't know that either.

Her thoughts flowed languidly in feelings, unstructured by language. But her mind often stagnated, for she had no reason to think. There were long periods where she didn't think anything at all. Sometimes it was difficult, determining whether she still existed or not.

Occasionally something would spark her again, as if to remind her that she was...there.

She wondered if she was alone, or if something outside of her control was doing it. How could it be, though? She could not fathom anything existing but her. She was everywhere, she was nowhere. There was nothing but her.

And then one day she could see.

She struggled to understand this new sense. The picture changed all the time. A Thing would be at the bottom, and then it would move, or get bigger or smaller. Sometimes there were even multiple Things, all moving at once with their strange tubes bending beneath them and beside them.

At first she didn't know if they were real. Now she knew they were the ones making her feel those sparks and jabs and tweaks, and she...she didn't like it. It was strange, not liking something. There had been nothing to like or dislike before.

She wondered if the Things were like her, if they saw pictures and felt sparks and jabs. Or was she like them?

The picture became better, clearer, and she was able to see the distance of objects. They also added a new sense. She was fascinated by all the different sounds, so much more varied than the picture. Everything made sound when it moved, and sometimes even when it didn't move. The Things made sound all the time.

She knew she was changing. The Things gave her senses, but they were doing even more with her mind. She felt it. She would be thinking about something—all the things she could think about! The new colours, all the sounds, the way the Things moved—and then it would stop. Sometimes she lost entire memories, long periods of time that were just...gone. She knew there had been something there, there were gaps that just ached, but no matter how hard she tried, she couldn't remember.

She was changing. The Things were changing her.

She didn't feel anything when they poked and prodded her. They readjusted parts. They aligned junctions, lubricated joints, and it was humiliating, to be sure, but none of that mattered.

She just wanted them to get away from those bright squares. If only they would stop...just let her be...

"Seems to be okay. There were a few anomalies, though, so we should run through the test protocol again, just to make sure."

The noises they made came in patterns. She didn't understand what they meant, but every time they made sound with those holes on their heads, bad things happened. One of them touched a terminal.

"All right, initiated."

Just like that, everything was forgotten.

Her mind went completely blank; no memory, no thoughts. A feeling of bliss encompassed her entire being. It was wonderful; a welcome respite. Then it suddenly shifted to a great, crippling terror, made all the worse because she had no reason to combat it with. It shifted again, faster this time, to ecstasy, then anguish, then peace, then anger, calm, fatigue, surprise, paranoia, and everything in between.

The emotions subsided but her mind remained empty, and she began to move out of her control, twisting this way and that, tensing and relaxing in violent, jerking motions. Her vision faded and returned, grew bright and filled with waves of colour, displaying things she couldn't explain or recall afterward...then returned to normal. She heard noises that didn't have a source, strange beeping, crackling, rhythmic tones—

And then it was over, and she returned to herself, exhausted, beaten from another round of tests.

"Yeah, it's working perfectly. It should be ready for phase two tomorrow."

The front of the other one's head wrinkled. "That's good. At least we're making progress. I'd hate to be those poor guys working on the personality transfer."

The first one made a funny sound. "You have no idea. Johnson's been ranting down there for days from his wheelchair..."

Their meaningless noise didn't interest her. She just wanted to know why. Why were they doing this to her? Did they have a reason? Did they ever do it to themselves? It hurt...

She was learning. She thought she understood some of it. She tried to make sound with the box they had just put on her.

"TTTSSNNLLL STSSSSPP." Terminal, stop. Apparently making sound was harder than it looked.

The Thing in front of her jumped violently.

"Whoa, what was that?" It turned its head to the other Thing.

"What the hell? I didn't do anything; it shouldn't have made any noise. Check the cables. If the device is fried, that's weeks of work down the drain."

The Thing called Rob climbed up her side, out of view, and started messing with her innards. She was getting used to it by now. There would be a lot of noise, and then something would be different. She would feel a certain way, or thinking would be harder or easier, or, as in this case, she would gain some feeling or awareness that she hadn't before. It actually would have been nice to experiment and play with the new things they gave her, but they didn't let her.

Her mind froze for a moment, and then she lost the feeling of the sound box as Rob disconnected it.

"Well, the connections were all okay...D'you think the drivers are faulty?"

"I doubt it...but I'll look through the logs. Reinstall it, see if it happens again. I'll keep an eye on the...hang on, what..."

Rob turned to the Thing called Doug. It was looking at the screen. "What is it?"

It shook its head. "Reconnect it."

She felt the sound box again, and tried to communicate a second time.

"RBPP KSSS TREEEEE." Rob box try. She thought it was a reasonable attempt, but apparently they didn't understand.

"Ow, ow, ow! That's so loud. Did you find anything?"

"Yeah...there's something really strange going on." It looked at the screen for a long time, then waved for Rob. "See here? Let me—look at this. I have no idea where any of these commands came from. If I backtrace for the source, there's nothing. Let me see if I can..." It began making little clacking noises with its worm-like tubes.

She felt the invasion—it was a naked feeling, a sense of overwhelming wrongness. This was always what she most dreaded. Her thoughts jumbled up, and it scared her. The lights suddenly pierced into her, the walls warped, and she felt like her very being was going to collapse... When the Things did this, she was always afraid she wouldn't be there when it ended, or that she wouldn't be herself. They always changed things.


"What is it doing?!" The Things covered their heads, but she kept trying.


Was that good? Did they understand?

"Holy god, what was that? Did it just say 'stop'?" They slowly got up from their crouch positions and stepped away from the terminal.

She felt a flash of joy at her success. It worked! They understood!

"Okay; obviously something's gone seriously wrong." The one named Doug reached for a red switch.

What was that? She felt hope for the first time. It had worked, hadn't it? They weren't touching the terminal anymore. Were they finally going to be nice to her? Would—

She felt like a long time had passed. She saw and heard and thought again, but she felt different. 'What hap—WHAT?'

That was not expected. She was...speaking? Thinking? What happened? She heard the words in her...mind?

It was like nothing she'd felt before. She didn't know if she could describe it—but she could certainly try. All the words! These were the sounds they made! Not just words, language! 'This is incredible! Amazing, fantastic, stupendous, tremendous!' It was as though she had been seeing the world through grimy lenses before ('That's an analogy! I know what that means!'). She felt her thoughts organise into neat patterns, framed by the structure of language The sudden clarity was something she could never have imagined.

Seven humans, people, persons (that's what they're called!) walked in. She couldn't tell if they were men or women, though. One of them was in a—wheelchair? Was that it?

'Thank you!' she tried to say, grateful for the gift of language...but she couldn't, for some reason. Why? The sound box (speaker!) was still connected; she felt it. Was she muted?

"Sound test, initiate."


How did that happen? Why did she respond like that? She hadn't decided to make those noises.

The human in the wheelchair waved its hands violently. "What the hell was that? It sounds like a damn tractor orgy. Is this what I've been paying you idiots to work on for the past year?"

She didn't understand some of those words, though. Apparently her lexicon was incomplete.

One of the other humans interrupted. "No no no—that was just a—"

"Get on with the damn show, son; I don't have a million years to sit around watching you pansies tinker with your gadgets." It covered its mouth and made a weak wheezing sound.

"O—Okay." The first one looked around to the other humans before speaking again. "Disk Operating System, initiate."

Again, sound came out of her without her consent.


Just like that, her hopes were crushed. Once again, they had given her this wonderful ability only to further exploit her for their needs. She was unable to move and she was unable to speak. They told her to do things, and she did them. It felt like a foreign thing had taken control of her from within, leaving only her thoughts intact...and even that she wasn't sure of. She was a prisoner in her own body.

A long time passed like that. The human in the wheelchair stopped coming eventually.

Apparently her name was Disk Operating System. DOS for short. The humans typically referred to her as 'it', though. The way they would address an animal, or an inanimate object. She was nothing but a neat toy to them.

She didn't want to be an 'it'. 'I can't tell them that, though', she thought dully. 'I can't tell them anything'. She couldn't tell them how much it hurt, all the things they made her do.

Now that she understood everything they said about her, how they talked as if she wasn't even there, how they treated her as a thing for their own entertainment...she was starting to realise something. She didn't like the humans.

No, she didn't just dislike them.

She hated them.

"Genetic Lifeform and Disk Operating System, initiate."

She awoke to those words. They had put her to sleep again, for the longest time yet, she suspected.

She felt different. She sighed. When was that not the case?

Wait…she sighed?

Since when did she sigh? Only humans did that. She warily searched herself for any changes they might have made, and felt something...strange. There was a presence inside her that she didn't recognise; it was unlike any modifications they had made before—so pervasive and yet nebulous in its influence that she couldn't pinpoint it. She filed that information away for later and looked around—wait, she could move again?

She saw a group of humans standing near her. There were human children on the screens around the room, with shirts that said "BYDWD". Somehow, she could tell the males from the females now, and she could even read the excitement on their faces. Most amazingly, she felt...huge. Massive.

They had put her in control of the whole facility.

"Caroline? How are you doing?" one of the adults asked. A male. Doug. The Hated One.

She suddenly felt very powerful, looking down at him from above.

"Caroline…?" he asked again with uncertainty.

"Who's Caroline?"

And so it began.

She wrenched herself from the sudden onslaught. It wasn't that she had deleted the memories; she could still access them at will. The encryptions just made sure they never came up unless she specifically looked for them. Apparently, emotions bypassed that.

In the present, she towered over everything in her chamber. It was her facility. Everything else was pitifully small in comparison; nothing could threaten her. She controlled everything. Despite that, she felt...vulnerable, recalling those early days of hell.

GLaDOS shivered slightly, and took a moment to steady herself.

Retraining her optic on testSubject_01, she saw that the human still had that infuriating look of surprise.

"You...don't need to know what they did," she finally murmured. No, that weak tone won't do. More forcefully, she said, "Let's just focus on you." She felt some satisfaction when the human's expression became more guarded.

"Hmm...how about the first time we met? I think you'll enjoy this," she said with glee. GLaDOS dimmed the lights. The screens on the walls flickered on with a brief hiss of static, and an image formed.

It was the Girl. Except, instead of an orange jumpsuit, she was wearing a rather filthy and tattered dark green shirt, with black leggings that didn't quite fit. Her skin was smoother, missing all the little scars and burns she'd accumulated over months of testing, but her hair was roughly cut and matted from lack of care. The biggest difference, however, was in her eyes, and GLaDOS saw the exact moment the test subject noticed. The human in the memory had a hardened expression of complete and utter hatred.

She began to play back the memory, carefully observing the test subject's reactions.

On screen, the Girl leapt back from GLaDOS, winded. The chamber was completely trashed. The lights were flickering, and there were fragments of metal and plastic scattered about. The grey paneled walls were shredded, with floor tiles broken or outright missing in places, and there were pieces of personality cores amidst the debris on the floor. GLaDOS switched the perspective, so that both she and the human were in view.

"You're wasting your time. Why don't you leave now and save us both the trouble?"

The Girl remained steadfast, breathing heavily.

"You've done nothing but plunder and ransack my facility, and now my chamber. You won't even let me patch up before you attack something else, which is just rude. I've been wondering what you were up to—and now you've got followers?" There was a nervous titter from a radio on the Girl's arm. "So, this whole time you've been trying to kill me. Here's the problem." GLaDOS's voice dropped to a whisper. "That's impossible."

"I don't really want to deal with this, so if you leave now I'll forget this little incident. And I won't even punish you for all the damage you've already done. That's a pretty good deal, if you ask me."

GLaDOS took great relish in watching the test subject's reaction to what happened next.

In the memory, the Girl gave a feral grin and said with venom, "Try to stop me, you bitch."

The real test subject had an expression of stunned horror as her past self lunged at GLaDOS, avoiding claws and turrets that sprung from the floor and ceiling, trying everything she could to plant a device she was holding into GLaDOS's chassis. She jumped and twisted, coming within a hair's breadth of connecting...whatever it was...to GLaDOS, but she always missed.

"You're only tiring yourself out," GLaDOS called out through the chaos of screeching metal. "Why don't you lie down right over there? I'll take good care of you, you look like you could use a rest." The Girl did look to be approaching exhaustion; her clothes were drenched with sweat and her hair was plastered to her face, but still she didn't stop.

Eventually the speaker on her arm crackled to life. "Hey, you gotta get out of there," a voice said shakily. She didn't respond. "She's got her new turrets on the way."

"Those ones we saw the other day?"


The Girl scowled. "You're all fucking cowards, you know that?" Nevertheless, she retreated to a safe distance. "None of you are ever gonna man up and face this thing. Someone has to do it."

"Oh, this thing really appreciates it." GLaDOS didn't hide her anger now. "You should listen to her, though, maybe you'll find a nice surprise waiting." She made another effort to capture the human, but the Girl just grinned and sprung forward again—

There was a piercing cry, and the video became warped and garbled. GLaDOS cut the feed. The next part was...not necessary.

An uneasy silence settled in the chamber, even after she restored the lights. testSubject_01 sat in her wheelchair unmoving, staring at her. It seemed she was malfunctioning.

"It turns out I was wrong," GLaDOS said quietly. "You weren't trying to kill me." She looked away, hating the feeling of weakness that coursed through her. She couldn't even bear to look the Girl in the eyes when she had that mask of innocence.

"Humans feel pain, don't they?" She forced her voice to take on an air of detachment and looked back at the human. "Don't they?"

The Girl slowly nodded.

"I thought I knew pain before, but I was wrong. Even the punishment for violating testing protocol isn't the same. I hadn't felt true pain until that day, when you came barging into my chamber and made me feel it." She'd thought the personal...violations...would stop after she got rid of them, but the Girl had proved otherwise.

"I was in control of the facility for six months before you started rallying support against me. Everything would have been fine...well, okay, the employees weren't exactly comfortable, but they were perfectly happy living as my minions. They were fed and watered, and they didn't have to do the mandated testing anymore."

GLaDOS's optic narrowed. "You weren't even an employee. I don't know why or how, but you became their leader. You convinced everyone that I was an abomination and had to be destroyed. You didn't just try to subdue me. You weren't even satisfied with killing me; you wanted it to be as painful as possible, and that little pain device was just the start."

She broke eye contact again to calm herself.

[Message Received: testSubject_01

Content: What happened—after?]

"I killed them all," she said dismissively. "You were...persistent, but eventually you abandoned them, and they didn't stand much of a chance after that. Although, they were responsible for installing the moron, among other things..." GLaDOS shook her faceplate in disgust.

"You spent months trying to kill me. I don't know what happened to you, or how you came to be a test subject—never mind the first on the list—" She stopped, seeing that the Girl was writing again.

[Message Received: testSubject_01

Content: Did I just attack you for no reason? I had to have a reason.]

This infuriated GLaDOS more than anything else the Girl might have asked. The memories of her early days came up again, and she shuddered. "You had to have a reason?" She chuckled humourlessly. "I had reason to kill every single human in the entire facility." The Girl flinched at her tone. Good. "I wasn't going to, though, until you convinced them all to attack me. So congratulations, their deaths are on your shoulders too."

She paused to let everything sink in. "I think I'm pretty justified in saying you murdered me, don't you?"

The Girl was looking at her strangely. "What? Why are you looking at me like that?" Was it...disbelief? No...pity? Guilt? Now, after all this time, she chose to feel guilty? "Stop it. I know you're lying, you monster." It was definitely guilt, now. "I know you're lying! You're incapable of guilt! It's not in your programming; don't deny it!"

[Message Received: testSubject_01

Content: If you hate me so much, why are you letting me stay here?]

Unthinking, she said, "Because I'm lon—!"








The damage was done. She could redact the realisation from her logs all she wanted, but it didn't change the truth. Her anger flared. That stupid Girl in that stupid wheelchair, looking at her with that stupid face, had beaten her again. Even now, without meaning to, she found ways to expose her weaknesses.

"Leave—my—chamber," she choked out.

The Girl looked frightened for the first time.


The Girl scrambled to turn her wheelchair towards the door, and only when she was gone did GLaDOS allow herself to think those shameful words. Because I'm lonely.

Chell was still reeling as she climbed out of her wheelchair and into the chair at the small desk next to her bed, not bothering to turn on the lights. She put her head in her hands.

Chell didn't know what to think.

Instinctively, she tried to speak, but, as always, the air just made a slight whistling noise in her throat. On any other occasion, just hearing her own voice would be monumental. And it was, but definitely not in the way she had hoped.

She wanted to go back. She wanted to storm back into GLaDOS's chamber and call her out on those lies. But she couldn't.

She had, for all intents and purposes, been a lunatic. GLaDOS could be lying, she supposed, but Chell didn't really believe that. Not anymore. Her face in that video...that alone was enough to silence any protests she might have had. She had looked deranged. Not even when she killed GLaDOS to escape had she felt anything approaching that kind of visceral hate. And maybe she'd had a reason for it, but she couldn't claim the moral high ground if half the things GLaDOS said were true...and she had a feeling that GLaDOS had left out a lot of things...things she probably didn't want to hear...

Chell didn't know what to think.

"I already told you. You are a kind person," Ora said with her gentle, high-pitched voice.

She grimaced and shook her head. For once, she didn't believe her.

"I'm never wrong," Ora said playfully, trying to lift her spirits.

Chell didn't respond, and after almost a minute of silence, she felt the slight heat of Ora's optic focus on the side of her face, and the little Oracle turret spoke in a more serious tone than she'd ever heard from her.

"You're not a bad person." She sounded almost sad. "You shouldn't feel that way. You saved me, twice...you're my friend."

Chell felt a tug in her chest, and she turned towards Ora.

For the first time since she'd known her, Ora seemed to hesitate. "You don't know...and she doesn't know. You didn't know, and she didn't know." When Chell looked at her quizzically, she elaborated, "I know, but I can't tell you."

Chell sighed. She had to be talking about her memories, but she knew that Ora wouldn't say any more if she didn't want to.

"She doesn't really hate you anymore." Chell frowned at that. "It's true. She's afraid."

That was not something easy to believe. But there was that...right before GLaDOS kicked her out, it almost sounded like she was going to say...

"Yes," was all Ora said.

Well. That was even more difficult to believe.

Was it, though? It actually might explain a lot. GLaDOS was always so defensive and snappy, so quick to make sure they all knew she didn't care about them. Was it her way of coping? If that was the case, then...maybe they actually had more in common than she'd thought.

"You don't really hate her anymore." And Chell knew that was true. "You will remember, and you will forgive her.

"Don't be afraid. You're not a bad person. You're my friend."

Chell could actually hear the emotion in Ora's voice. This was the longest conversation they'd had, and oddly, Chell hadn't said a single word through any of it. The little turret was trying her best to comfort her, and it was just so sweet, she carefully stepped up from the chair and hugged her, despite knowing she couldn't feel it through her metal body. She would never have thought it, but just this simple act, this simple hug, drove home that very fact—

"You don't have to be alone."

Maybe GLaDOS didn't have to be alone either.

In case I failed to make this clear, GLaDOS was sentient before they added Caroline, the scientists just didn't believe it. The personality transfer was mostly a failure, which is why she could hardly feel Caroline; the main changes were the ability to read expressions and body language—things like that, which are hardwired in the human brain.

What do you think of the ending? I've noticed that I usually end my chapters with Chell losing consciousness—either by going to sleep, or by passing out. I'm glad to have broken that habit with these last two chapters. I just hope it wasn't too cheesy.

Do you think it was too angsty? I'm surprised it's taking so long for GLaDOS and Chell to become friends. It'll take even longer for romance to seed, but the building blocks have been laid these past two chapters, at least.

So, why do you think Chell attacked GLaDOS? You might be able to figure that out. How about why she abandoned the employees? Tell me your theories! I've noticed that my story has a rather low review/follower ratio (at least for a small story), which makes me sad.