First Portal 2 fanfic, and an actual fanfic after a length of time that I didn't write any fanfiction. Still, this idea wouldn't leave me alone.

A note: When the characters refer to GLaDOS, the word "she" or "her" is capitalized. In this chapter, there are italics to it as well. The story takes place a few years after the end of Portal 2.

Disclaimer: I don't own Portal, Portal 2, or any of the characters. Otherwise, I'd be rich.

Lay the Past

Chapter 1: The Escape

He was dying; he knew he was. Some of them had died straight away, when they were transplanted from their safe, robotic cores to the fragile minds of the humans in cryo-storage.

Others died due to a lack of compatibility, or too much corruption in their electronic circuits that didn't fully make it to the human body, and She had no use for brain-damaged Test subjects.

Why was the process done?

Because apparently, robot-like Test subjects due to cognitive deterioration from being in cryo-storage for so long was boring...and because it was just science.

That's all; it was science.

But he...he had survived the process. Perhaps it had been his obsessive thoughts at the time that didn't really give his mind much more to process, or perhaps he had just been lucky.

He wasn't the only one that survived and were kept alive, either. Adventure had survived...he was currently in Testing, now. Fact had also survived the process, but died during one of the Test chambers since his 'logic' was so warped that he thought that he had a higher probability of surviving a fall down a near-bottomless pit than standing in front of a turret.

His buddy had survived the process, as well, but went through "special" Test chambers, because She had been angry at him. It was a miracle that Wheatley was still alive, he figured, after the two of them had been knocked out of orbit due to a passing meteorite and back down to the very hell they had come from.

Wheatley had been afraid to be back because it meant facing Her; he had been sad to be back because it meant no longer being in space.

He wanted to go back, to space...and as he coughed up blood, he figured that he wasn't too far off.

Wasn't death the same? When he died, he would go to space...that was it, plain and simple.

He slowly opened his eyes. The room he was in painted quite a grim picture, as it was for the "trash" waiting to be taken to the outside.

Adventure had sort of fried the incinerator and put it out of order; how he did that was anyone's guess, but She had been fairly annoyed at that.

It meant that the robotic trash was piling up (or just thrown down the near-bottomless pit to await their burning fate), and those with flesh and blood that died (or were near death) from the Test chambers were thrown into a shaft to be brought to the surface.

She probably couldn't smell the nauseating scent of decay (from what was left of those that weren't incinerated by lasers or disintegrated from the toxic pits), but it was probably more of an aesthetic thing; She didn't want the remains of their 'pitiful human existence' cluttering up any room of her chamber.

So, they were thrown to the surface to die, because if anyone landed themselves in this room, they were near death, ridden with bullet holes, or skeletal remains.

Of course, that didn't mean that the "human trash" was taken out every day. He could probably escape to the surface right now, but would most likely be chased down by one of her droids for operating the lift.

Even if he was dying, and going to be dead soon, nobody was allowed to escape from Her unless they were, as the humans said, "in a bodybag".

Not that She actually put them in bodybags.

Well, it actually wasn't too much of a problem unless the ones that escaped accidentally assumed the...whatever it was called. Something to do with a "party escort"...maybe there was the word "submission" in there, too...he didn't even know what position it was, only that if someone still with a pulse got into that position, they would be dragged back down by a 'bot.

Only one human had ever been allowed to leave, and he heard it was the same one that had allowed him into space in the first place.

One of the panels moved, and his dim vision glanced over. He didn't make any move from his slumped position against the wall; he would be dead in probably a couple of hours, maybe less, so there was no reason to move.

Then, he grimaced.

It was Adventure.

She said that Adventure had been promising, if not a little reckless. It seemed as if that recklessness was what got him killed, because his orange jumpsuit was more of a rust color from blood, his chest riddled with bullet holes caused by turrets and...

He nearly gagged when his gaze shifted lower, and hoped that Adventure had been long dead from the bullets before he half fell into the pool of acid.

It was a gruesome sight; he had only been in this room for...how long had it been? Since he had come into contact with the toxic pool that didn't kill him immediately. No, it didn't cause him to vaporize...he survived it, but it was corrosive. He didn't feel any pain, as the part of his brain that controlled that had never worked properly from the start.

She said that he would make an excellent Test subject because of it.

He didn't, as his logic skills weren't quite up to even a quarter of the chambers.

They were all given 'kiddie' Portal Guns; ones that She could easily switch off in the case that they tried to rebel and escape.

Apparently, after the Mute Lady, She had learned her lesson about Portal Guns.

Only Adventure had tried to escape, but that was chalked up to the fact that he was just too "leap before you look".

And he heard that Wheatley was supposed to have bad ideas. Honestly, his space buddy was probably the most sane out of all of them.

Not to mention probably the last one alive that he knew of; he was sure that She was in the process of creating more hybrid test subjects out of those puppets from cryo, but...

When a panel moved and deposited another body, he retracted that statement.

Even his fading vision could recognize Wheatley's human form.

The sandy hair, pale skin, lean form...

Wheatley wasn't as tall as the over-six-foot Adventure, but was taller than Fact and himself.

Yellow eyes roamed over Wheatley's prone form to see what did him in.

There was blood on his abdomen, but whether it had been a clear shot or a deep graze, he didn't know. The location, his tired mind offered, wouldn't have been enough to do him in.

There weren't any losses of body parts, so that ruled out acid pools.

Toxic pools, perhaps? No, Wheatley wasn't just a skeleton (or ashes), and unless the other fell into the same toxic pool that he had fallen into, there was no way to survive a "bath" in a pool of toxins.

Especially with open wounds.

The "scan" continued.

Wheatley was crumpled on his side, so it was difficult to tell the actual extent of the injuries, but his left arm was bent at an odd angle. Apparently, he had taken a jump and had either slipped or didn't land completely on the long-fall boots.

Boots that were always stripped from the dead bodies; what did they have use for them, after all?

He shook his head and continued his gaze. The material by Wheatley's right knee was torn, and bruised and swollen areas around the knee, as if he twisted a landing.

There was blood on his hands, probably from touching the wound on his abdomen, and a dried trickle of blood that went down from the corner of his lip to his chin on both sides of his mouth.

Wheatley's nose had dried blood around it...he had definitely smashed into something, possibly after being nearly rendered one limb less and shot by turrets...and there was a scrape on his forehead that was also covered in dried blood. There was also a slice on his face, possibly from either shrapnel or bullet gracing, that went diagonally across his right eye; it would be a miracle if that eye was still functional...

The observer mentally shook himself. It didn't matter, because Wheatley was dead...they all were, and he was going to join them, soon...

...did Wheatley just move?

Yellow eyes widened as he watched through blurry vision.

Yes...it wasn't his imagination, or the shadows of the wall. Wheatley had moved. He was breathing.

She thought he had died, but he was still alive...

Whether he was on his way to death or not, the observer didn't know, but he slowly moved himself over. He couldn't feel any pain, after all, so it didn't hurt to drag his body closer to the taller one.

It wasn't an illusion; Wheatley was definitely breathing. It sounded strange, and in wheezes, like there was something wrong with his lungs and throat (or perhaps both), but he was breathing and alive.

He pushed Wheatley so the man was on his back. Like the rest of them, Wheatley looked to be in his mid-twenties, but that wasn't his focus.

His focus went down to the blood on the orange jumpsuit, and he somehow managed to unzip the front to check the damage.

Grazes; the blood hadn't been from being shot through, but from gashes where the bullets had grazed him.

Besides the odd breathing, there was the possibility...could Wheatley survive this?

Yellow eyes closed a moment, then opened and looked at the lift. He, himself, was a goner, and he knew it. Wheatley didn't look to have any of the same symptoms as he did, so he wasn't going to die from poisoning.

Wheatley would die from his wounds if not treated, however.

He would have used his own jumpsuit if he still had one; it had disintegrated completely in the toxic waste, and so as not to melt the entire room, he had been blasted with water before She realized that he was a goner, anyway.

Perhaps the coughing up blood thing was what tipped her off...

Another rattling breath from Wheatley brought his attention back.

Fact was dead.

Adventure was dead.

He was soon to be dead...

But Wheatley was alive.

The lift was right over there...he had seen the 'bots operate to know how it worked when they disposed of Fact's body with other remains. The next scheduled 'dump' wouldn't be for...he didn't know time frames, but he was sure Wheatley would bleed out or die from internal injuries sustained in whatever fall he had before then.

Well, then...

For a chance of one of them surviving, why not?

He staggered to his feet, which caused him to look to the side as he coughed up blood. It wouldn't be long, he knew it, until he died. But he would rather die trying to save his one friend than watching that one friend slowly die before he also succumbed.

He couldn't speak, because when he tried, more blood just bubbled in his throat and mouth.

Instead, he grabbed Wheatley under the arms and started to drag him to the lift.

It was an agonizing process, as his strength was bleeding away in his state of near death, but at least he couldn't feel any burning on what little muscle he had left.

About halfway through, Wheatley coughed, and baby blue eyes opened. His right eye did open, but only halfway, since blood dripped into it. There was probably damage to the eye, but since it wasn't completely dull, that meant he could see out of it.

Wheatley tried to form a word..."what", by the rasping, but nothing came out.

The other couldn't fill him in, but managed to get him in the lift.

Wheatley looked at him in confusion for a moment, then his eyes widened as he got his bearings. Pain crossed his features when he moved suddenly, and he collapsed in the lift, his right arm curled around his middle since his sudden movement had probably opened up the wounds.

When Wheatley looked up again, there were tears in his eyes.

It wasn't just from pain, but probably because Wheatley understood the situation he was in, and what the smile on the face of the other core-turned-human meant.

A farewell smile.

Live, it said. I'm dying, but live.

Then, the doors to the lift closed as the smaller human pulled the lever.

Wheatley reached out in a futile gesture, a name on the tip of his lips that his throat couldn't croak out. He felt the lift move, and mouthed a single word.

Space...

Back in the chamber, the little human collapsed next to the lift. A noise was sounding somewhere, but his hearing was fading. The strain he put on his body to get Wheatley into the lift had seemed to accelerate the process of the poison, so all his senses were fading.

He wasn't afraid, though. He had helped his only friend escape, and would soon be back out in the wide expanse of the universe, able to freely roam and see it all without the limitations of orbits.

As his vision faded to black, and the noises buzzed from white noise to silence, the smile on his face spread.

Then, with one last shuddering breath, Space, too, was free of the facility.

Wheatley wanted to sob, but it hurt. His throat hurt, his chest hurt, his stomach hurt...his arm, his leg, his face...everything hurt, but nothing could compare to what he knew just happened.

Tears rolled down his face, and the salt water stung the scrape on his right cheek, but he continued to cry for his friend.

He thought he had died, when he tripped up his landing while trying to get away from the turrets that opened up wounds in his middle. He had fallen, breathed in something rather caustic, there was pain, and then nothing.

He wasn't dead, though. Wheatley didn't know if he was going to die, or if he would survive, but he swore to do his damnedest to do the latter since Space had sacrificed himself for him.

Wheatley didn't bother to wipe his tears; it was movement that he couldn't afford as the lift slowed to a stop, then a door opened into a blindingly bright area before he was launched out.

The landing did nothing to help his beaten body, and with a painful 'whuff', he landed on his front, arms extended, and the breath knocked out of him. His abdomen seared pain throughout his being, and it was hard to breathe around that...

...as well as the burning in his lungs and throat, but of all the pains, his throat and middle hurt the worst, particularly after that nasty landing.

He looked up, and blinked a couple of times as his eyes adjusted. Yes, there was light all over the facility, but it was artificial sunlight. Real sunlight was something else, and was even brighter as it bounced off the fields of yellow grass...or was it wheat? Wheatley didn't know...and illuminated the Earth.

Something moved in the distance, and with one eye (since it hurt to keep his right eye open), he tried to focus on the figure in the distance.

The person, whomever they were, appeared to be laying down some sort of fence; probably to keep people out of the Aperture area. A very good idea, if he said so himself...if he was able to speak.

He couldn't see much of the person from his position and the tears in his eyes, only that they appeared to be wearing a white tee and denim pants, as well as work boots. Something was strapped to their back, but he couldn't make it out, and a blob of a straw hat covered the person's head.

A whirring noise behind him caught his attention (and the attention of the other person), and Wheatley blanched as a mechanical voice said:

"Thank you for assuming the party escort submission position..."

There was some kind of robot...it looked sort of round with clawed hands and feet, or an even stouter version of that robot called "Atlas" that he had seen...it was hard to make out exactly what it looked like through one blurry eye.

What he did know was that it was reaching for his ankles.

Wheatley scrambled up, then collapsed again as his right leg gave out under him with a sharp pain shooting from his knee that stole his breath momentarily.

The grinding got closer; the robot hadn't given up, and he felt something cold touch his foot.

Wheatley shot to his feet, and tried to ignore the burning pain in his knee. It made him stumble, and he wrapped his good arm around his chest as he doubled over and tried to run away.

He only managed some kind of deranged limp of desperation, particularly since sucking in air caused even more pain in his throat and lungs, and his body felt like it could drop at any time.

There was a loud "CRACK", and then from behind him, the sound of metal hitting the ground.

Wheatley crumpled again, confused, disoriented, in pain, and terrified.

An unfamiliar female voice, though unmistakably human, spoke firmly and fearlessly from somewhere over him. "Stay down!"

There was a click, then another loud CRACK that made Wheatley's ears ring.

The 'bot behind him whirred almost in a whine, or in protest.

"Get lost, you damned robotic Aperture abomination!" the female spoke in a cool, deadly tone.

Wheatley raised his face slightly, and could see a blurry, long thing in her hands. It looked similar to a Portal Gun, except it had a longer barrel that was a metallic color, with a black looking handle...

A shotgun, part of his brain supplied.

The whirring from behind him sounded wrong; the robot had obviously been damaged by the shotgun rounds it had taken. It then decided that this wasn't worth it (or perhaps, something else had told it to retreat, that the human with the gun should be avoided at all costs and the other was as good as dead), and made a hasty retreat back down near an emergency exit close to the garbage lift.

The female that stood above him didn't move until the door closed with a 'clang', and the sound of a lock engaged.

At that point, Wheatley's consciousness had enough, and he let his head fall back onto the ground.

A shift in material from the woman. "Hey...are you alright? Can you hear me?"

That was the last thing he heard before unconsciousness claimed him.

TO BE CONTINUED