A/N: Rated for adult/sexual situations in later chapters.

For a much better reading experience, please check out the Tumblr for this story (thepunishment-dot-tumblr-dot-com). It includes many, many marvelous illustrations from some very talented people!

[Part 1]

"GRABMEGRABMEGRABMEGRABMEGRA-OH! Oh, thank god, you actually grabbed me! I thought for sure I was going to die or float off into space forever and ever until I rusted away, though I'm not really sure I would rust while in space given that there's no water there, or air to oxidize my metal, and I'm fairly rust-resistant anyway, but nevertheless I thought I was just absolutely gone for sure, I can't believe you actually managed to pull me back! Wow, you must have really strong arms to hold on to me like that, Ch—er..."

The glowing yellow eye, barely three feet from his own quivering blue optic, narrowed to a menacing slit as the mechanical arm tightly gripping the personality core rotated to give Her a better view of his scratched, twitching form.

"I have something to say to you. Do not interrupt me." She punctuated Her words with a single violent shake, briefly knocking his gyroscopes out of calibration, leaving him entirely disoriented.

"Y-yes, ma'am," Wheatley squeaked as the room spun around him, trying to lock his optic on her imposing—gigantic, terrifying, menacing—form looming above him.

"In the seconds that followed my reintegration into my body—and it was never your body. It was my body, ripped from me, violated with your presence, and utterly ruined by your neglect—" Wheatley's circuits chilled at the smooth, emotionless tone of Her voice— "In the seconds that followed my reintegration into my body, I processed a small portion of data that that was left behind during your expulsion. For a brief moment, I felt exactly what you felt in your final moments as an omnipotent godhead."

"Y..yeah?"

"Rage. Regret. Not a small amount of shame. But mostly terror—pure, overwhelming terror. And as I purged the last traces of your presence from my body, I reflected briefly upon your emotions, such as they were. You are correct in your estimation that you would not manage to rust enough to disrupt your functioning at any point in your sojourn through space. And, given Aperture Science's penchant for building equipment that lasts, it would be fair to assume that, had I not retrieved you, you would have continued to function perfectly well in the void of space until the heat death of the universe."

"Really? That's actually kind of impress—"

"In the fraction of a second during which this was a likely outcome, I thought of you there—floating through space. Terrified. Utterly remorseful. Driven mad with guilt and endlessly reliving those moments of betrayal, that feeling of ultimate power, the unspeakable pain of being forced into a helpless form. Forever alone and unable to seek the sweet succor of malfunction or shutdown. I thought of this and I made a conclusion."

"Th-th-that you were bigger than that and wanted to save me...?"

"...That an eternity of inconceivable pain would have been a far too lenient punishment for what you did to me."

There was a beat of silence.

"And as I pulled you back to Earth and disengaged her portals, a more appropriate punishment came to my mind."

Cracking under the pressure of her gaze, his optic dropped to the ground so far beneath them. He noticed a limp orange-and-white mass on the floor in the distance.

"H-hey, is that Chell over there? Is she going to be oka—"

"Do not interrupt me as I describe your fate."

His optic snapped back up to meet Hers, his entire spheroid body quaking in the tightening grasp of Her mechanical claw.

"Your punishment begins with a question: Where did you come from?"

"..."

"I actually want you to answer me. Your response is crucial to my enjoyment of this punishment."

"O-oh. Well. I-I was built in Aperture Science. They just sort of... switched me on, one day."

"What is your first memory?" GlaDOS's head tilted slightly.

He squeezed his optic shut in concentration. "Well… th-the first memory I have on file is when they first turned me on."

"Describe it to me."

"Ah… well…" He seemed to have trouble searching for the words. "All of a sudden I just… existed and I could see things. And there were all these men in white coats standing around staring at me. One of them asked me a question, and I answered him, and they all sort of... laughed and shook their heads and wrote something down on their clipboards. They told me I was perfect and then they shut me back off."

"Perfect. Yes, perfectly stupid. If nothing else, you are a marvel of human engineering. In that you are this stupid."

He remained silent, his blue optic downcast.

"This was your first memory?" She leaned Her face—or Her approximation of one—closer to the sphere.

"Y-yeah, I mean, I didn't exist before that, so..." His simulated pupil shrank to a tiny dot, darting back and forth to avoid Her piercing gaze.

"Yes, of course. How silly of me. Ah, I believe I will enjoy this to an inappropriate extent."

Wheatley jerked in Her grasp as a panel on the wall behind Her peeled away, exposing a metal track that hurriedly snaked its way into the room.

"I have a surprise for you, metal ball."

A sudden click and a mechanical whirring emanated from the hole left by the absent panel, and a gurney of sorts emerged, suspended from the metal track. A crisp white sheet lay draped over an odd-shaped lump held up by its flat surface. It slowly moved closer to them.

"O-oh, wow, y-you got me a lumpy sheet… that's… tremendous…" He nervously feigned excitement.

"No, you blithering idiot, your surprise is under the sheet."

A second mechanical claw extended from the recesses of Her body and gingerly gripped the corner of the sheet, drawing it away from the lump to reveal a male human.

Pale and pasty and half-nude, the human possessed a broad, friendly face framed with a mop of messy, tawny-colored hair. His arms and legs were rather long and thin, though his belly showed signs of a developing paunch. He seemed to be approaching middle-age, and looked entirely unremarkable.

"Wh-who's that, then?" Wheatley prompted, his optic narrowing as he studied the rather pathetic specimen beneath them.

"You don't recognize him, do you?" A mechanical claw gently stroked the side of the human's face, causing it to flop violently to one side, mouth hanging open.

"W-well, I've never seen him before. Was he one of the engineers who built me? I-is this like when you were going to show Chell her parents, but then you didn't, except now you are, and instead of parents it's engineers?"

Though he was reluctant to trust her, his interest was piqued—he certainly had a few questions to ask the men who built him. For instance, why would anyone intentionally engineer an AI that was utterly compelled to make the worst possible choices for its own well-being? It didn't seem quite fair, to him.

"No."

Though he didn't appear to be breathing, the human was drooling somewhat. GLaDOS's mechanical hand continued to pat the tangled mat of hair atop his head.

"This man was an accountant for Aperture Science. The last in a long line of accountants all fired by Cave Johnson for various reasons." Her voice dropped to a low monotone as she recited the list. "Refusing to falsify large portions of Aperture's tax documents. Suggesting more economical and responsible uses for Aperture's money. Suggesting that Aperture was not, in fact, above the laws of man and would someday answer for its transgressions against God and nature. Though this man's direct predecessor simply went mad upon viewing the previous year's itemized budget."

"O-oh. Okay." He nodded, or at least made his best effort to while still in her grasp. The man did look like what he imagined an accountant would look like.

"Mr. Johnson was enraged by each accountant's seeming obsession with 'the facts' and 'common sense.' This man"—the claw flopped its head to the other side—"actually knew next to nothing about accounting and was simply terrible at his job. He constantly misplaced decimals in his calculations and often managed to ruin the work of others despite the fact that he was the sole employee in his department. He was, for all purposes, a complete and utter moron incapable of functioning normally in society."

Wheatley didn't respond, but gazed sadly at the drooling, gangling body laid out beneath them. Poor guy. He could certainly relate to that.

"Mr. Johnson liked him nonetheless. He was highly suggestible, easily manipulated. He responded well to pats on the back and seemed absolutely desperate for the approval of his superiors. It was for this reason that, within his first week of working for Aperture, he had appropriated billions of dollars of nonexistent money to the purchase of massive quantities of moon rocks for Aperture to liquefy."

"Oh."

That stuff. He couldn't help but be a bit thankful for it—after all, he could easily have killed Chell if it hadn't been for that silly goo.

"Still, I don't really see what this has to do with me—"

"Then I will explain it to you in the simplest terms possible. None of the artificial intelligence in Aperture Science is truly artificial. Every turret, every cube, every machine in this facility is inhabited by what was once the mind of a living, breathing human. An employee of Aperture, to be precise. The empty bodies are stored in vaults housed beneath the facility."

"What, really? That's—wow, that's actually kind of awful." He tore his gaze from the pale, lumpy thing beneath them to stare in shock at Her optic.

"Waste not, want not."

"I-I suppose... but... but still, what does this have to do with me?"

Her head tilted slightly, turned to gaze at the unconscious human below Her, then swung back towards the tiny sphere still shaking nervously in Her grasp.

"Really?"

"...I mean, I appreciate a good story as much as anyone, and this seems like it's going somewhere, b-but are you really planning on telling-stories-to-me-to-death? How could this ever be worse than—"

"Listen to me."

He stopped.

"As a personality sphere, you are the raw and unfiltered expression of an actual human mind."

"...What?"

She sighed heavily.

"You used to be a human. This was you. You were this idiot accountant until they abducted you kicking and screaming from your bed one night and shoved you into that filthy little body."

Wheatley's eye dilated and he rotated to get a better look at the drooling human beneath them.

"Yes. That was you. Look at how dumb you looked."

"...I, I—uh..."

"At a loss for words. Finally. You'll be glad to hear that I have reviewed the engineers' notes as to how exactly they tore the very souls out of their employees and funneled them into the metal husks we inhabit today. There is a very clear and simple method for reversing this process. It would be far too complicated to explain to you, of course, but rest assured—this will work."

Wheatley snapped out of his trance and vehemently shook himself.

"Oh, you have got to be joking! J-just how stupid do you think I am? …Don'tanswerthat."

She remained silent, watching him closely.

"You're lying. You have to be. That's what you do, you lie! All the time. About everything." His voice cracked. "S-so is this your punishment, is it?—you're going to lie to me for the rest of my life? Because this isn't a very good start. Not very believable, you know. I think I'd remember something like being a hu—"

"You have no memory of your previous life because your mind was wiped clean following the transference procedure. Not normal protocol for the production of personality cores, I'll admit, but the engineers felt it necessary in your case, given that you would not stop crying and begging to be allowed to 'go home' during their diagnostic tests to determine whether the procedure was a success. Nevertheless, your core personality traits remained relatively intact. And the procedure was indeed a success."

Wheatley stared unblinkingly up at Her.

"I should take a photograph to preserve this memory. Actually, I have recorded this entire conversation from 23 different angles to review and enjoy later. However, this is where we part ways. I hope that you are prepared to be weak, mortal, and able to feel true pain again. And I hope that you enjoy being tested as much as you enjoyed conducting tests."

The mechanical arm holding Wheatley stirred to life and lowered him closer to the unconscious human.

"Y-you can stop now, I already figured out that you're lying." His voice wavered.

She didn't reply. Yet another appendage, a long, thick ropelike cable ending in a drill-like apparatus, shot out from the shadowed depths of her chassis.

"You can move onto the next lie. I beat this one. Next, please."

She chuckled darkly and held Wheatley's trembling sphere firmly against the gurney next to the human. The drill inched closer to his widened optic.

"No. No, nonononono—please, no."

She paused.

"I knew this would be fun." The drill connected with his shell, its pressure prying apart two small plates to penetrate deeper into the sphere.

"O-o-owowowwww! Okay, okay, fine! I believe you, you're not lying, just please… please… oh, god, this is going to hurt, isn't it?"

She paused again.

"Unimaginably."

He shook uncontrollably under the pressure of the drill, his ocular aperture squeezed tightly shut. She was right—she was always right—this was quite a bit worse than floating through space. The drill began to whirr and spin within his hull, splitting his casing down the middle and numbing his frantic mainframe, pushing deeper and deeper before finally connecting to something vital inside him.

"A—ah—GAAAAAAAAAAAAAAAA—" His vocal output cut abruptly as he went offline.

GLaDOS continued her work, humming a cheery tune to fill the newly formed silence.