Author's Note: After a seeing a little ChellDOS drabble by Guavi, I decided to use it as a prompt and try my hand at an elderly Chell for a Valentine's Day fic.

Prompt: "Not tonight." Her voice was warm like the sun that only visits in bridges of light. "These old bones can't handle you like they used to."

"I'll get you new ones," GLaDOS said. She tightened her hold on the woman, the emerging hint of panic in her voice muffled by silvering hair. "I'll get you better ones."

Ugh. I was crying as I wrote this, and I could barely see what I was typing. Damn you, Guavi! I lay all the blame for this on you. Monster!

The bed dipped as the android sat upon it, trying her best not to disturb the woman who laid there sleeping soundly. She failed miserably though, as she always had. Chell had always managed to wake up whenever she snuck back in from a long night of data entry or testing. GLaDOS had long accused her of having some kind of sixth sense, but they both knew it was because she always swore up a storm whenever she stubbed her toe on that ridiculous piece of floor tile down the hallway that she'd never bothered to fix. It was stupid, really. She could have fixed in ages ago, or at least flipped on a light. But Chell never went down to the testing tracks anymore, so what was the point?

With a sweet, sleepy little smile that managed to bypass the heat safety threshold of 4000 degrees Kelvin and melt the AI's delicate internal systems, Chell rolled over onto her back and opened her arms to the white-haired female.

"Hmmm. I've been waiting for you." She murmured softly, her voice still hoarse from sleep.

"You've been sleeping. You used to wait all night." GLaDOS corrected, though it held no hint of malice as she slid across the sheets and into the grasp of the withered, outstretched hands that drew her close to leave a loving kiss upon her temple.

"I'm not as young as I used to be."

"I don't know why you won't let me-"

"I don't want to live forever, GLaDOS. You know that. I'm an old woman, now. Life is only meant to be lived once, and lived well."

"But my life is forever." It was barely more than a whisper as it passed her lips.

"Then live it well." Chell kissed her.

It never seemed enough anymore. Time and time again she found herself wanting to just wrap her arms around the aged woman and never let her go. Gone were the days where she could just crush the human against her and kiss her for all she was worth. Now she had to be so very gentle. Every movement had to be calculated so as not to cause her unnecessary injury. Even helping her to get up out of bed in the morning caused her joints to creak and crack and gave her all sorts of pain that had to be remedied with a cocktail of pills. GLaDOS liked to blame herself for that one. She shouldn't have been so harsh on her back in her testing days. All that arthritis was probably from all the cartilage and ligament damage she'd sustained over the years as an employee of Aperture. At least her knees didn't give her any pain. The knee replacements had seen to that. But they certainly didn't stop the rest, or leave anything more than horrid scars and metal bolts sticking out from her thin and knobbly legs. Chell didn't seem to blame her. But despite her constant reassurances of it being the best years of her life, it hadn't done anything to assuage the supercomputer of her guilt.

And it was truly her guilt.

Not a personality core, or from Caroline.

Hers alone.

GLaDOS lifted her head from Chell's breast where it had been lying, and she ever-so-gently pressed her silicone lips to the thin, saliva-specked ones of her former test subject in a lingering kiss.

"I have a surprise for you."

"Does this involve the good confetti?" Chell smiled at the old joke.

"No," GLaDOS scoffed. "I ran out of that on your forty-third birthday. This is better than confetti."

Chell smiled, but it soon turned into a look of stunned surprise as the android pulled out the most perfect looking rose that she could have imagined. In full bloom, its petals were spread wide to show off the vibrant scarlet that it was blessed with. The emerald green stem showed tiny little nicks where each thorn had been painstakingly removed so as not to give her a nasty prick when it was passed into her grasp.

"Oh my god...Where did you get this? It's beautiful." Chell gushed breathlessly, her voice seeming to escape her with the one exhale. It had been such a very long time since she had seen anything in colour. Only the golden wheat and blue sky had graced her with their beauty on her three day 'escape' before she had returned to GLaDOS's protective embrace. Vaguely she remembered seeing flowers some time in her past, but those memories had long since faded.

"Flowers don't grow down here. There's no light." She twirled the stem between weak fingers before lifting it to her nose and taking a deep lungful of the fragrant rose.

"I know." GLaDOS smiled, propping herself up on one elbow and resting her chin upon her hand. "I found one in the offices that had died quite a long time ago. I couldn't pollinate it, but science prevailed. I managed to synthesize it from what remained of the old one."

"That must have taken forever." Chell looked up with a sparkle in her eye.

"Thirty two years. More or less."

"You've been growing this for thirty two years?"

"I thought it would make you happy."

"I am happy."

"Good, because it only took forever. And you don't have forever. Lunatic." GLaDOS whispered.

And there remained the crux of the issue. They both knew that the AI had the ability to do whatever she put her mind to. She had the resources and the know-how to make her human as young as she once was, or give her a new body all together. But she didn't want to go down that road if she didn't have to. She'd become accustomed to the way her curves had disappeared under drooping layers of withered skin while her own remained perfectly and unchanged for the eighty eight years they had been together. She'd memorized the way that her muscle tone had gradually wasted away under her hands into velvety soft love handles in middle age, and then almost disappeared entirely in her later years. And she adored the way that her body retained that lavender scent from the perfume she'd managed to create for her when Chell took her into her arms at night and loved her.

No, there was no way she'd ever give her test subject another body. But there were ways to turn back the clock; she could have another go at all the years she'd wasted by not letting herself be drawn in by her subtle and then not-so-subtle advances.

"GLaDOS..." Chell started in a soothing tone.

"I don't see why you won't let me. I can fix this!" the android begged.

"Sweetheart, I'm not broken. I'm just old." The grey-haired test subject offered a sympathetic smile as she cupped the AI's cheeks. "The years we've had together won't ever be enough. But it's been eighty eight years. I've outlived your expectations. We've both had plenty of time to prepare for this."

She couldn't deny that fact. But being an essentially immortal computer that thought in picoseconds and reigned over test subjects that survived only minutes or days in the chambers, only to be killed by one who had the determination to live forever did tend to skew one's perception of time.

GLaDOS let out a rattling sigh and let her head come back to rest upon the pillow next to her human lover. For a long while she just stared at her, determined to take in ever little detail that she could; from her pale cheeks as soft as suede, to her sky blue eyes that were still as bright as the day she had met her. The only thing missing from the picture was that determined tenacity that had kept her alive for so long. It had been replaced by a tiredness than ran as deeply as her veins. GLaDOS knew then that there was no hope of convincing her of changing her mind. But for her own sake, she would try one more time.

Her nose gently butted the velveteen cheek of the mostly bedridden woman, drinking in deeply that lavender scent. She dared to part her lips to let them caress her skin as well while Chell rested the rose on the bedside table where it would be safe. Not that it would ever wilt or die with the genetic engineering efforts that the AI had put into it. Soon enough, GLaDOS's lips met the junction of her shoulder and neck where the skin crinkled up like old clothes and left plenty of places for new kisses to hide. She'd been over the spot a hundred times before, but with every passing year there was always a new place to leave them. And no matter how many years passed, she'd never forgotten the little noise of approval that she'd managed to elicit from her the first and every time she'd touched her there.

Her hands wandered across Chell's elderly body, careful not to press too hard against her thin skin. She didn't want to hurt her. GLaDOS could still remember the numbing horror that stuck a lump in her throat when she'd once been just a little too rough and it tore a little mark in her flesh.

Never again.

It had taken her weeks to regain the courage to touch her again after that little incident. It wasn't even a bad skin tear, but she'd been frightened of herself. Genuinely frightened of anything more than a fleeting kiss. Even hugging seemed like too much to ask. But Chell had brought her around with her reassurances that everything was fine and that she just needed to be careful.

"Not tonight."

Chell's voice was so soft that GLaDOS barely managed to hear her. She looked up to eyes that were starting to flutter closed with coming sleep.

"Not tonight." Chell repeated. "These old bones can't handle you like they used to."

"I'll get you new ones." GLaDOS promised in a panic, clutching at the wrinkled hands that soothed her and drawing them to her face. "I'll get you better ones."

But the test subject tiredly shook her head, her lips barely able to hold a smile.

"Please...Please. Pleasepleaseplease..." The android begged desperately, daring to hold them tighter as she pressed a little kiss to her fingers. It was cruel that Chell could cry and she couldn't. "Don't leave me. Please don't leave. I don't want to be alone."

"I'm sorry. I really am. And don't think that I don't love you, because I do. So much. But I'm tired. I need to go to sleep."

"Forever."

"Forever." Chell repeated.

"I'm going to put this on your permanent testing record. Will not listen to reason. Right between lunatic and a terrible person. Do you really want people to know that about you?"

"What can I say? I'm a monster."

"Yes. You are."

"Come here." Chell crooned, opening up her arms again and letting her mechanical lover settle herself as she drew her to her breast. "Do you love me?"

"Yes."

"Then Happy Valentine's Day. It was a lovely present. I wish I could have gotten you one."

"You did."

GLaDOS smiled sadly and drew closer. The bed was nice and warm over there. With the test subject almost constantly in it, it was like having a little heater going that always smelled like her. A heater that stroked its hands through her hair and rubbed her shoulders whenever she had a bad day and none of her tests seemed to go as planned. A heater that left her with pleasant memories of human touch instead of the bad.

GLaDOS closed her eyes and spread her fingers out across the mattress to soak up the warmth.

It was a good dream.

A nice dream.

But that side of the bed had been cold for a good twenty years.