Wheatley and Chell jogged at a steady pace down the catwalk somewhere deep inside Aperature Laboratories. He was a little bit in front of her and leading the way. She trusted him to do so and he was determined to not let her down.

After running for about an hour Wheatley noticed their pace was slowing. He looked back at Chell, which he did often, but noticed this time that she was stumbling along with her eyelids sliding closed every few seconds.

Concerned, he abruptly stopped and she almost ran into him. He placed his hands on her shoulders to still her and he could feel her trembling slightly.

"Love, what's the matter? Are you hurt? Oh, please don't be hurt!" He blurted out quickly, his voice cracking.

She shook her head and pulled away from his grip. She tried to sprint ahead but tripped and fell into Whealey's arms. As he held her he immediately began scanning his database looking for an answer as to what was wrong.

He found it. "Oh. You're tired? Is that it?" He asked gently. Chell began to shake her head but then reluctantly nodded. Wheatley did a quick scan of the air and relized that there was no adrenal vapor this far down here. Without that, Chell's fatigue had finally caught up with her.

"Love, you need to sleep the only way you'll be able to carry on." Wheatley tried to lay her down on the walkway but she shook her head and fought into a somewhat upright position.

"Please?" He brushed a strand of hair away from her closing eyes. "I-I can carry you if you like. That way we can keep moving."

Chell pried open her eyes and gave him a look of concern.

"No, don't worry 'bout me, Love. I don't get tired like humans do. An-and I'm stronger too!" He gave her one of his famous lopsided grins and Chell nodded slowly.

Wheatley gently hoisted her up onto his back, making sure she was comfortable. She wrapped her strong arms around his neck while he held her legs around his waist.

Wheatley had seen somewhere in his database that singing helps humans go to sleep. A lullaby it was called. He had never sung to anyone before but if it would help Chell then he would do anything.

But what song should he sing? He searched his memories until he found the perfect one. He had heard it once while passing by a worker's office. It had a soft tune and he thought the message fit in with their situation. It was perfect and beautiful. Just like Chell.

"Are you still awake?" He whispered softly. Chell nodded softly and adjusted her arms. "Ok then I'm going to try something to help you sleep. I think it'll work... Maybe..."

She nodded again. Wheatley gathered up all his courage and managed to force his voice out.

"Just close your eyes,

The sun is going down.

You'll be alright,

No one can hurt you now.

Come morning light,

You and I'll be safe and sound..."

It was terribly off-key and out of tune but it was the most beautiful thing Chell had ever heard. Wheatley leaned his head over and kissed her nose. He started humming the tune again and he felt her breathing began getting heavier and heavier. She was asleep.

Wheatley smiled and silently promised her that they soon would be safe and sound.