Chell panted as she ran deeper into the depths of the facility. She had been running, accompanied by Wheatley in her arms, for hours now, and she was absolutely exhausted. Still, she kept running. She wouldn't stop running. Not until she felt safe. She knew for a fact that she would never feel that way whilst she was still in here, so she kept going. She felt Wheatley shift a little in her hold. Subconsiously slowing her running down a little, the girl looked down at him. Even through that sky blue optic eye piece, she could see the concerned expression he was giving her.

"Luv...um...She's stopped. She lost track of us about ten...twenty-no, yeah, definitely ten-miles ago. You can stop doing that running thing that you humans seem to love so bloody much."

Chell only frowned and shook her head stubbornly as she continued to run, though the running had become something of a lazy trot by now.

Wheatley sighed. He could tell that his human was starting to run out of energy now, and he knew for a fact that, in matters of possible deadly situations like this one, lacking energy was a really bad thing. She couldn't help him if she was dead, and that was what she was going to be if he wasn't careful. Just like the others. Her poor brain-damaged brain probably didn't even realise it needed sleep. The least she could do is stop running for God's sake.

"Come on, just take a bit of a rest? Please? Apparently, you humans need it, and She won't find us for quite a bit. I mean, we're almost at the bottom layer, which means that right now, we're unsupervised. I think you'd agree that now, if ever, would be just the right time to take a little nap. A little kip. Just to, y'know, recharge the ol' batteries and that."

The personality core observed as the human started blinking her eyes rapidly, as if there was something wrong with them. He wasn't sure if this was a good thing, but she had actually slowed down, so he assumed it kind of was.

Despite this though, the girl was stubborn. She shook her head and forced herself to keep going, legs moving in a sort of stiff stride and almost tripping on a broken turret underneath her feet in the process. Wheatley's singular eye made a frowning gesture, and then an idea occurred to him.

"Please, lady! Besides, it's...well... it's, it's, um, NOT FOR YOU! Y-yeah. Uh, while you've been running around, smashing stuff, I've been, um, uh...RUNNING OUT OF POWER! Yeah! I need to recharge and...stuff. Tricky AI business, nothing you need to bother yourself about. Point is, I need to go on sleep mode. And you need to too. While I do it. For... several important reasons. That will randomly come to me any second now."

Chell smiled weakly at him. He really did seem to have her best interests in mind, though he really couldn't lie even if his life depended on it. The girl sighed as she felt the strength in her legs start to diminish. Maybe she could just...sit down for a sec. There was a dark corner over there that she could sit on. The floor didn't look that uncomfortable to just...sit on. She wasn't going to sleep, but maybe sitting down might restore the energy in her legs a bit.

Wheatley would have grinned if he could. He didn't know that much about this lady, but if there was one thing he liked about her, it was the fact that she always listened to him. Nobody else did that. Ever. He was never quite sure why, but everyone just assumed he would make bad choices. Not her, though. She trusted him to not do anything stupid, and he didn't want to let her down.

The girl sat herself down in the corner and placed the personality core gently on the floor next to her. She wasn't going to sleep. She wasn't. She was just giving her legs the opportunity to get their strength back. That was all.

Wheatley's lower eyepeice lifted up as the robotic version of a smile and he stared up at the ceiling.

"We're going to get out of here," he said softly. "We're actually going to escape here and when we do, we'll finally be free. Just you and me, facing the world. Well, facing whatever's left of it anyway. I mean, yikes, god knows what's happened in the las years- or days-, know what I'm saying? But yeah, escaping's gonna be great. I mean, our situation looks bad now, but just you wait. It's all gonna get better. WAY better. Then we'll see who's a moron..."

He looked over at Chell.

"How are you holding u-"

Oh.

The lady was fast asleep, head propped up against the wall like a doll. Like a really...you know, for a human, she wasn't that disturbing to look at. Not like some of the others. No, she was different. I mean, she'd have to be to have survived this long, right?

He surveyed their surroundings. No cameras, no portal surfaces, no functioning turrets. They were relatively safe for now. Maybe it would be safe for him to switch on his sleep mode, too. After all, this place was massive. They would both probably be awake by the time GLaDOS finally found them. With that thought in mind, Wheatley entered the 'sleep mode' command into his brain and became the robot equivelent to being unconscious.

When Wheatley awoke from his sleep mode again, he felt a bit...well, suffocated. Something was squeezing him tightly and he didn't know why. Oh god, what if this place wasn't that safe after all? Of crap! What if he'd doomed them both?! He looked down at where he felt the pressure from. There was a pair of arms. Human arms. It appeared that the lady had been trying to choke him in his sleep or something. He narrowed his optic. He should have known he could never trust a...wait, was she smiling? But she was still asleep, so why would-

That was when it hit him.

"Humans are so weird. You humans and your...affectionate hugging and...stuff. Why are you doing that anyway?"

The only response he received was a sleepy murmer that was far too incoherant to understand.

"I take it back," the core muttered with a scoff. "You humans aren't just weird. You're extra weird. Ultra-special-with-a-side-order-of-bonkers weird. Though, in retrospect, maybe that's your brain damage. It's hard to say at this point."

Still tightly in the female's hold, Wheatley wondered how long she was going to be asleep. Sure, she needed the rest, but they were still in danger. They needed to get moving soon.

He looked up at her again. She... looked really peaceful, all of a sudden. Maybe it was just because he was so used to seeing her with a panicked or determined expression on her face, but he could swear she looked almost relaxed like this. Content, even. He didn't really have the heart to wake her up. Like this, she was calm, totally unaware of the danger they were in.

CRASH!

The ceiling caved in.

Oh crap.

"Oh, there you are."

Wheatley, even though he had no physical need to, gulped as several long wires snaked down towards them from above. There was no mistaking that cold modulated feminine voice. She'd found them, and Chell was still unconscious.

The personality core squeaked as the thick arm-like wires reached towards them and wrenched Wheatley roughly out of the woman's grip.

"L-lady! Lady! You've gotta wake up! YOU CAN SLEEP LATER! WE'RE GOING TO-AUUUUGHHHHH!"

Wheatley cut himself off as his spherical body was electrocuted. It felt like he was being stabbed multiple times by burning knives. The pain was incredible. He mentally cursed his pain receptors. Why those jerky scientists thought it'd be a great idea to give him artificial nerves was completely beyond him. He hated them. He heard Her make a tutting noise.

"Oh, don't wake her up just yet." Her voice was still as calm as ever. "That monster has never looked so harmless. Makes a nice change, don't you think? You know, from her killing me."

The little robot grunted as he was shoved unceremoniously to the ground.

"Say, you wouldn't...um...consider just letting us go? I mean, with her out of here, there'd be nobody to, um, kill you, right?"

The wires hesitated in their movement for a moment, before lifting Chell up.

"As...tempting as that is, I have a better idea."

"NONONONONONO DON'T-"

Without warning, the wires coiled around the human tighly and started glowing an eerie red. They were about to electrocute her.

Obviously sensing the sudden change in temperature, the girl stirred. She groaned and opened a sleepy eye to look at where she was. Her eyes widened. When did she fall asleep? AND WHY THE HECK WAS SHE SO HIGH UP!? She looked below her. Wheatley was lying on the floor, watching her with horror. He hadn't seemed to have noticed that she was conscious again.

"Luv, you've GOT TO WAKE UP! She's going to fry you like a- well you're going to be a BUG in a BUG ZAPPER! No pressure, but, y'know, you're going to-FLIPPIN' HELL, YOU'RE GOING TO DIE, MATE!"

With a frown, she looked down at herself. She was...oh god, she was covered in wires. And... oh god, they were starting to burn. She yanked at them, trying to pull herself free, but the wires were too strong, and everytime she tried to yank them away from her, all they did was burn at her fingers. She hissed.

"Oh, come on. We both knew this was going to happen sooner or later. Just accept the inevitability of your immediate death with dignity. If you even still have that, anyway."

Still, Chell struggled. She was not going to die here. Especially not at the hands of GLaDOS. The grip of the rope-like wires became tighter until Chell almost couldn't breathe.

"Auuuughhhhh!"

Wheatley panicked. He didn't want Her to hurt his human friend. He couldn't let her do this! He couldn't stand seeing her in so much pain. She had been fine before! She'd been peaceful, relaxed, sleeping. When did it all go so wrong?

...

That was when it hit him. When she went to sleep. That was when it had gone wrong. He shouldn't have suggested that she have a rest. He should have known that She would find them before they could do that! They should have just kept on going! What was wrong with him?! He raised his optic up to look at the panting lady. She looked panicked. Scared, even, and it was all his fault. He wished he had some way to help her, but he didn't. He couldn't even move. All he could do was watch as the robot in charge tried to hurt his only friend.

"Don't-DON'T DO IT! You-you don't need to do that, do you, really? I mean, what, um, good is she dead?" The sphere laughed nervously as Chell glared at him. He didn't know what the heck he was doing, only that he needed to save Chell somehow. Apparently, his mouth was running away with him, just like it always did when he was scared. "Y-you kill her, and then, um, that'll... be it! She'll feel a b-bit of pain, then s-she'll be d-d-dead. No suffering whatsoever, there. Wouldn't r-reccommend it."

He heard something that sounded a bit like a scoff. "There comes a time in everyone's life, when one must recognise someone else's incompetence and simply say 'shut up' to their suggestions. So I'm going to say it now. Shut up, metal ball."

The crimson glow around the human had started getting brighter, and the girl had started to actually hyperventilate. She had no escape from this. She had no way to get out of this mess at all, and she was actually getting really scared. The disembodied robot voice wasn't helping either.

"Oh, looks like the elecrocution is all charged up now." She sounded almost giddy at the prosepect. "This won't hurt me at all, but if I'm lucky, it will hurt you. A lot. Goodbye Chell."

Wheatley had started hyperventilating himself, now, and was frantically searching the room for something that he could possibly use to help his friend.

"C'mon, c'mon..." he muttered to himself, "a whole building covered to the brim with bloody electricals, and not one of them can help me when I actually need it?! What's with- oh, wait a sec!"

His bright torchlight caught sight of a dusty aerial faith plate on the floor a little ways away from him and it was pointing directly at Chell. Maybe he could still save her...

Wheatley, gathering up all his strength, managed to roll towards it like a football. It was kind of degrading, sure, but without an available management rail, it was his only other option.

"Okay, I've only got one shot at this, so it better be a bloody good one. Luckily, Miss-Bossy-Knickers over there is busy ignoring me, so I think I might be able to, if I'm super lucky. Probably."

Chell frowned as she carefully watched him, trying to block out the insults that the other AI was throwing at her, just to add insult to injury. Honestly, it was bad enough that she had no escape. She didn't need to be called fat or reminded that she was adopted for what felt like the hundreth time, too. What the heck was Wheatley even doing? Was he honestly going to leave her like this? Just when she was about to die?

"Well, HERE GOES NOTHING!" He rolled onto the plate, and as predicted, it launched the metal ball high up into the air. The force was enough to cause most of the cables around Chell loose, and she wasted no time in freeing herself. Thanks to the long fall boots, she landed safely onto the ground. Wheatley wasn't so lucky.

"Catchmecatchmecatchme-OH GOD OH GOD LET GO OF ME LET GO OF ME!"

He gulped again as the wires around him tightened because, unfortunately for him, it hadn't been Chell that had caught him before he had hit the ground. It had been the wires, or more specifically, GLaDoS.

"I'm...I'm really going to d-d-die, aren't I?"

Chell held her breath as she finally registered what had happened. Wheatley's voice had a frightened rasp-like quality to it now, too. He was terrified.

"Yes. Yes you are," She replied angrily. "In the most painful way possible."

The small metal ball started shaking with fear, but closed his mechanical eye. "O-okay, luv. Then, um, do your bloody worst. G-get it over w-with."

Chell let out a horrified gasp as the electricity that had originally been meant for her, came hurtling at her friend. He let out a whimper as the searing pain coursed through him, even harsher than the first time.

"L-la-lady!"

Chell's eyes widened as she realised that the core was adressing her.

"G-get...AAAAAUGGHHHHHHHHHH!" He panted. "G-get...ou-out of h-here... s-save you-yourself..."

Seeing that his eye was open again, she shook her head. No, she wasn't going to leave him like this.

"F'rget...bout...meeeeOWWWWWW!"

She stood firm and shook her head again.

"I-I-I-If...you...d-dont le-leave...she'll... k-k-kill...yo-you..T-TOOOO!"

There was a large blast of crimson energy and the personality core let out the most bone shattering scream that the girl had ever heard.

"GAAAAAAAAUUUUUUUUUGHHHHHHHHH! GET...OUT...OF...HERE!"

Chell didn't know what to do. She didn't want to leave Wheatley, but she knew that if she stayed, the robot in charge would kill her.

Wheatley gave her one last desperate look as the electricity faded again, giving it more time to charge up again for an even more powerful blast. His pupil was dilated in panic, but the bottom half of his eye peice was raised up in what looked kind of like a weak smile as he waited for the inevitable.

"W-we...had some g-good ti-times, r-right?" It sounded like ever syllable was exhausting him. He was wincing as he uttered every rasped word. "M-make it t-to the s-surface... f-f-for m-me, ok-okay...mate?"

He was starting to glow red again and he shut his optic again as he waited for it. Chell's breath hitched. She had to leave him. She had no other choice. He had saved her life and there was nothing she could do to save him.

"Thank you."

With that finally said, Chell blinked away some of the tears that were starting to form, and ran as fast as her legs would carry her in the other direction.

A part of her, albeit a very small part, figured that GLaDOS wouldn't hurt a piece of technology from the same lab as her, but apparently, she was wrong. So very, very wrong. Wheatley had saved her in more ways than one, more than he himself probably realised. He was the first friend she ever had, the only one that had ever been there for her in her entire life. He wasn't incredibly bright, but he still did everything he could to help her, and he had even saved her life. Not only that, she even now had more time to escape because his torture was distracting GLaDOS. He was by far the most cheerful and the most loyal person-well, robot- she had ever had the fortune of meeting, and she wasn't going to let him down. She was going to get to that surface, and she was going to do it for him. With that thought in mind, the girl ran faster.

As she ran, she missed seeing Wheatley open his eye one last time, a single tear escaping from it as his power finally faded for good.