A/N: Surprised I managed to get this one out, but I really am a bit obsessed with Caroline's backstory. This is based loosely off of the song "Dustland Fairytale" by the Killers, but it's not a songfic. Also, I hesitate to classify this as a Caroline x Cave fic, because I truly believe their relationship was more complicated than that. Anyway, I hope you enjoy!

Also, it's come to my attention that the website is affecting my formatting. Trying to fix the page breaks, so this might be a little confusing and jumbled until then.

The afternoon she got hired, Caroline was wearing a blue dress her mother had given her for Christmas. Formal, yet not so much, the designated purpose of the garment was to show just enough skin to pique a man's interest, but not enough to keep him from wanting to see her again.

In fairness, her mother had bought the thing so that her wayward daughter might find herself a husband, but Caroline thought it better suited to wear to her interview at Aperture Science Innovators. She'd been hired almost instantly by the young businessman, who was impressed not only with her apparel, but also her intellect, a trait he was not used to seeing so prominently displayed in the fairer sex.

"Well, is he handsome, at least?" Caroline's mother asked later over lunch at her old childhood home.

"Oh, I think he'll be the death of me, Mother."

The sixties were filled with exactly the right amount of hustle and bustle to keep Caroline's reeling mind busy, and it didn't hurt that her heart skipped a beat every time her boss gave her a coy wink while recording messages in his office, or invited her to spend her lunch break with him. She longed to sit for hours and just pick Cave Johnson's brain—he deserved every bit of success that life had granted him.

The Golden Age of Science. That's what the media was calling Aperture's successes. Men from all over—and even a few woman—from every walk of life flocked to be a part of history in the making. Astronauts. Olympians. Millionaires. Movie Stars. All were eager to sink their teeth into a piece of what Science had to offer.

Caroline stayed late at the office every night, cataloging every bit of information that passed over her desk. Test results from the day's earlier jaunts were her favorites. She pored over them like a child over fairytales.

It was so easy to lose herself in her work, and to drown out that little voice in the back of her mind that said she might phone her mother one of these days, and that she owed her sister a late birthday present and that she might get rid of the cat because she wasn't at home enough anymore to give the poor thing an inkling of attention.

"Mornin' kiddo!"

Caroline awoke with a start, her head snapping back and forth in an attempt to get her bearings. She was still at her desk in Cave's office, papers sprawled lazily over the mahogany.

Cave stood over her, grinning. This certainly wasn't the first time his assistant had pulled an all-nighter at the office. He handed her a cup of coffee, "I like your enthusiasm, kid," he said, as Caroline accepted the steaming mug, turning beet red at once again being seen by her boss in such a disheveled state.

"If this happens a few more times, maybe I'll let you do all the science and I'll bring you coffee permanently," Cave joked, punctuating the statement with a boisterous laugh. Caroline laughed along with him, finished her coffee, and scuttled off to the washroom to do something about the knots in her hair.

"Sorry fellas, she's married. To Science!" Cave's confident voice boomed into the microphone Caroline had set up in the center of his desk, as she had so many time before. He looked over at her and winked. She smiled back at him from her own desk just across the room from his own.

She was quite unsure of what to make of Cave Johnson. She admired him immensely, that was certain, but he seemed completely unaware of how unfathomably flustered his assistant had a tendency of becoming around him. How a smile from the corner of his lips could induce such a palpitation of the heart that the first time it happened, Caroline became briefly convinced she was dying.

"Oh that's just the way of men, sweetheart," her mother had told her over an increasingly rare phone conversation, "they won't understand a woman's affections unless she flashes her breasts at him and does a tap dance across his desk."

Caroline gave an obligatory chuckle at the comment, and bit her tongue to keep from reminding her mother that she had three failed marriages and a child out of wedlock.

She thought things would change when the first test subject died testing the new Quantum Tunneling Device, but Cave hardly batted an eye. In fact, she found herself stunned in spite of herself at how nonchalantly her boss was able to recount the incident.

"Fell ten stories, landed right on his neck, that's what the lab boys told me," he babbled to her leaning back in his desk chair with his feet propped up on his desk, "Told me I should consider paying to get some sort of padding in the test chambers, but you know what Caroline?"

"Hmm, sir?"

"We're not in the business of 'safe science' here at Aperture. We're interested in results, damn it! Isn't that right?"

"Yes sir, Mr. Johnson!" and she flashed a smile at him, wondering to herself whether or not the papers had picked up on the story yet, and whether her mother had seen it.

"-and you never call anymore, on top of everything. God knows what that man is doing to you, and I practically have to hire a private investigator just to get a hold of my own daughter! What on earth has gotten into you Caroline?"

"I'm fine, Mother. Really."

"I read what they say about that Cave Johnson in the newspapers, and I want you to know I don't approve of any of this."

"There's nothing going on between us. Our relationship is purely professional," Caroline retorted, a little too bitterly.

"Is that so?" came the response, "So you mean to tell me that this man is practically holding you captive in that damned laboratory, and you're not even fucking him? Good lord, what kind of daughter did I raise?"

"Goodbye, Mother," Caroline spat into the phone through gritted teeth. She slammed down the receiver and spent the rest of the evening sobbing into an Aperture Science branded napkin, without even the cat to keep her company.

It goes without saying that it's easy to be the best when there's no competition, so when Black Mesa opened for business in the spring of 1970, Cave stepped operations up a notch in the only way he knew how—neurotically.

"We need a new testing gel," he dictated to his assistant, "I'm thinking orange. What does orange say to you, Caroline? Fire? Speed? Invincibility? Ah, to hell with it, tell the lab boys to figure it out. Oh, and tell them not to fix the catwalk between chambers three and four. Gotta keep the test subjects on their toes somehow."

Caroline, who had been typing the memo at great speed, paused, unsure of whether or not her boss could possibly be serious. "Sir?" she questioned.

He chuckled. She couldn't help but notice that the laugh had become slightly more maniacal over the years. "Now, I know what you're thinking, Caroline-'But Cave!'" here he adopted a high pitched falsetto- "'Doesn't that catwalk keep test subjects from falling into a vat of toxic waste?' And yes, that's what it was meant to do a few years ago, but fear drives results, damn it!" he pounded his fist to the desk in punctuation.

Caroline nodded and finished typing the memo.

High profile test subjects became a thing of the past, and with each passing day Caroline became increasingly worried about the finances. Cave became convinced that the worrying was affecting her job performance, and had all collection notices directed straight to the incinerator. When Caroline questioned him, he shrugged his shoulders and told her that everything was taken care of.

"I'm tellin' ya, Caroline, the homeless are the great untapped resource of this country!" Cave exclaimed enthusiastically just days after their last high profile contract had folded.

"I'm not sure I understand, Mr. Johnson."

"They have street smarts, Caroline, and they'll work for pennies!"

Her mouth dropped open in shock, almost of its own accord, and she spent the next two hours haggling her increasingly unstable boss up to a sixty dollar payout to the city's homeless for their contributions to Science.

Her mother died in the early winter of 1975. A stroke, her sister had informed her in a letter that Caroline didn't receive until after the funeral had passed. She was almost grateful for the letter's delay, she doubted that Cave would have been willing to let her off work to attend such an event.

And she was definitely grateful that, these days, she found herself unable to cry.

When the 80s rolled around, Black Mesa was in. Aperture Science was out.

After some legal troubles regarding compensation to homeless test subjects, Cave had made the decision to discontinue the practice, favoring mandatory employee testing instead.

"I guess the feds found out we stopped doling out that sixty bucks to every bum that walked in here," he griped with a dismissive wave of his hand.

Caroline neglecting mentioning that she hadn't received so much as a penny from the company in over a year.

"You did what?" Caroline exclaimed, jumping up from her desk and stomping across the room towards Cave's.

He rolled his eyes and hit the pause button on the tape recorder. "You heard me, Caroline," he said. He hit the record button, "the bean counters told me we literally could not afford to buy seven bucks worth of moon rocks, let alone seventy million. Bought 'em anyway! Ground them up, mixed them into a gel and guess what? Ground up moon rocks are pure poison. I am deathly ill." He coughed violently as if to illustrate a point, and Caroline would have thought it was purely theatrics if he wasn't clutching his chest in such a manner.

"How on earth did you find a way to make such a purchase, Cave?" she seethed.

Exasperated, and still attempting to catch his breath, Cave hit the pause button again with a roll of his eyes, "On credit."

"What credit?"

"Took out a loan in your name. You know you have a perfect credit score? Knew you wouldn't mind. It is for Science after all." He narrowed his eyes at her, knowing just how to soothe her nerves.

Seeing no other option, Caroline backed down.

It was the first time she was ever afraid of him.

Caroline had a nasty bout with pneumonia later that year, and found the courage to threaten Cave with a letter of resignation unless she was allowed a few days off to recuperate. Just because he came to work with a deadly lung infection didn't mean she should. She did pride herself on having an ounce of sanity left, after all.

While she was gone, Cave Johnson sat in his office at Aperture Science and recorded messages as fervently as ever.

It was while she was gone that Cave Johnson's grandest idea yet finally hit him.

"Brain mapping?" Caroline choked out after her boss had explained his new scheme to her. The cough still refused to leave her. In fact, it seemed to be worsening with each passing day, sounding more and more like Cave's trademark hacking. She wracked her brain for times that she had actually been exposed to the damned moon dust that had poisoned her boss, but came up short every time.

The thought briefly crossed her mind that Cave had exposed her without her knowledge, but dismissed it. Cave certainly was not as sane as he had once been, but poisoning the only employee who had remained loyal to him for all these years? The thought was repulsive.

"That's right," he answered, managing a pained smile. He reached across his desk and popped open a bottle of painkillers that had been prescribed to Caroline, but generously donated in the interest of keeping the peace. He popped a few pills in his mouth, "Honestly, why weren't we working on this years ago?"

"Because it's probably impossible," Caroline muttered under her breath.

"What was that Caroline?" Cave asked, his eyes narrowed with scrutiny.

"I said I don't know, Sir," she corrected herself.

"That's what I thought you said. Anyway, it's genius! Pour a man's brain into a computer, and he can live forever."

Thank god I won't, Caroline thought to herself, imagining an eternity with Cave Johnson. Was this the same man that had made her young heart flutter all those years ago? She could scarcely believe it.

"Of course, you're the backup plan," he stated, matter-of-factly.

"Backup plan, sir?"

"Well," he said with a shrug, "you've at least got a little more time left than me."

The thought of it rendered Caroline speechless. Cave was the one to break the silence, "You should be honored, Caroline, I wouldn't have anyone else run this facility but you."

No response.

"You would live forever," he continued, "and isn't death such a terrifying thought anyway?"

Cave Johnson died on a Thursday afternoon. Went into respiratory arrest at his desk, and then his entire body caught fire when the scientists had attempted to transfer his consciousness into a still incomplete mechanical chassis.

Caroline packed up his office the next day, and wept for the first time in ten years, unsure if it was for Cave's death, or for herself.

Caroline died, officially, three and a half months later. A work-related accident, the obituary read. It left her body so disfigured, the company claimed, that yes, it was an absolute necessity that there be no viewing at the funeral.

Very few Aperture employees attended the funeral, citing a large project at work demanding their full attention. Only Doug Rattman stayed for the entire service, while his young niece sat at his side and stared blankly on, too small to realize what was happening.

Caroline's sister sent flowers.

The lift clanked shut at the top of the facility with a loud bang. GLaDOS stretched in her chassis. Oh, it was good to be back. And with the moron safely projected into orbit around the moon, and that lunatic finally escorted out of her facility, she finally had an eternity of Science to look forward to.

The A.I. checked her surveillance monitors on the surface. She could just make out Chell, scurrying into the distance, away from the facility forever.

Run you stupid lunatic, while you still can.

With a mechanical sigh, she set to work, burying her memory files under enough random code that they nearly ceased to exist altogether.