(A/N: ^^ well hope you like, may continue depending on reactions. Please be nice or constructive in criticism, first time writing Portal fanfiction)

Disclaimer: Portal & Portal 2 are the property of Valve, I'm just playing with their toys.

He stared at her, expression as blank and uncomprehending as ever. Chell let out a frustrated sigh, casting her eyes skywards, as if that would hold the words she lacked.

Obviously thinking he'd hit on the solution, the gangly man crouched before her twisted his own head up.

"…Cobwebs? You don't like the cobwebs?" he suggested, meekly, aware that the chances of this being what she was trying to covey to him were remote at best.

Chell shook her head, dark hair splaying slightly over her shoulder. Her lips pursed in that way that he'd learned meant 'Thinking'. He quite liked that face, definitely in the top ten faces, that one. It was like she had her own little processor.

For something to do, he shifted his weight from his protesting calves, sitting back on the wooden floor and watching the spiders scurry about the ceiling.

They'd been out… how long? That would be easier to answer if he still had the internal clock, the one in this body seemed to struggle with identifying one day to the next.

Anyway, they were out. Far away and free as… as…

He winced, free as something very free. There, that would do. She had thrown them both out, Chell with a song, and him with an unceremonious announcement of… of…

He shuddered, he didn't like this bit. Why couldn't he erase memories anymore? Human brains were supposed to be pretty complex, this one didn't seem to be much cop.

But there it was, the moment when he'd felt the world dropping away from him, heard GLADos snarl that he was not coming back, and him screaming into those eyes, those lovely dark eyes, (he'd always liked them, even as a sphere, for some unaccountable reason),

"Catch me! Hold on tight! Please grab me! I can still fix this, I can still-"

Had she known? Known that in those seconds, he wasn't talking about the facility, the world, anything… amazing how almost dying could put things into perspective.

He could still fix whatever was left of their friendship.

That train of thought, that lead to wondering if Chell had known, even when he was plugged into that body… (god, it still made him shudder) that he'd been desperate to break the protocols.

Hadn't he tried to tell her the solution?

Hadn't he said that he wanted things to be just fine?

But the chassis… it twisted and corrupted and like everything he'd ever tried things went wrong. God, he'd even considered offering her suicide; better than having the memory of himself killing her, embedded deeper than coding could break.

Chell had held on.

And when She demanded that Chell hand him over for punishment, Chell had curled her body around the sphere and glared back, an expression that had read so very clearly, 'Come and take him.'

Back in the present, Chell rose to her feet and began to wander about the shack they found themselves in. He watched her with unseeing blue eyes, wrapped up in the long-time ago.

"Even after all that, you won't hand the little idiot over?"

A defiant head shake. Wheatley became aware of her heart, thudding against his shell.

"I see… well then, seeing as I won't allow him to leave without some punishment, and I'm certainly not keeping you in my facility to break everything you get your simian hands on… what about a little experiment?"

A loosening of her grip, only slight. Everything became… hazy.

A mechanical voice, "It would be for the best, of course I could just let you leave with him like this; how long do you think he'll last without power? This way you get to keep your pet burden."

Silences, long ones.

Elevator, the sensation of moment, his eye… eyes opening. That horrible great chassis hovering above, him encased in a glass tube. Legs, legs in front of him, strong and sure.

"Just go. Both of you." The shape begins to shift, as the elevator moves up. "Think of him as a companion cube." Pause. "Only not as durable. Or intelligent."

The first few days had been the worst, Wheatley decided. All the new sensations and senses and functions… how the hell did humans keep track of it? It had taken him ages to even realise that the breathing and heartbeat more or less took care of itself. And the feeling of decaying around himself wore off with only occasional flashbacks.

But now, well, he was doing ok. Better than could be expected, really. He was helping, admittedly only by opening jars and reaching high things and… and the other thing, but frankly just that she let him be near her was more than he deserved.

"You all right, love? Figured out what you need to tell me?" he prompted, watching Chell wander about the shack, she was frustrated, he could tell, with her muteness, and his inability to understand.

They had some simple signs, mostly meaning variations on 'This way' 'come here' and so on. And he'd learned that when she slumped in that certain way against the walls of the various empty buildings they kept running across it meant he was supposed to put his arms around her.

He made a note to ask her why she was so small, compared to him, probably another male-female human thing, he decided. He'd learnt lots about that as well, Chell was… proving to be quite the educator in that department. Yes.

She flopped down onto the floor in front of him again, eyes narrowed in determination, then pointed sharply at him.

"Me?" he guessed, and noting the slight shake of her head began the usual game of charades they had to resort to when no gesture would do. "Um, ok, not me… um… male? No? Robot? Human? Wheatley?" at her suddenly brightening eyes he smiled, "Wheatley! Ok, Wheatley! Second bit?"

Chell licked her lips, pointing at herself. He was quicker on the draw this time;

"Ok, um, Chell? Wheatley and Chell?"

He almost bounced on the spot when she nodded encouragingly, then drew both her palms together but for an inch of space.

He knew this one, "Little! Small! We're getting good at this! Wheatley and Chell little… something." He paused, giving her a weak grin, "That's where we hit the snag, eh?"

She tried anyway, pointing enthusiastically at her stomach;

"Hungry? You're a little hungry?"

She frowned and shook her head, he hadn't thought that would be it anyway, the human buildings, while distinctly lacking in any, well, humans, did seem to contain a lot of tins and jars of food. He'd been piling the stuff into some of the sacks of the nasty, rough material when she came in; ready to move on to the next place. Chell was very insistent about them keeping travelling.

He tried again, "Ok, ok, what else is in there… human biology… tubes, blood, stomach… is it a bit we both have? No? Right… um…"

The robot-turned-man sighed and whistled through his front teeth, shaking his head, "I'm sorry love, not got a clue." He waited for the disappointment, the shaking of her head.

None came, much to his surprise, she just frowned a little and tried again; tenacity at its best, that girl. She drew her arms together across her front, gripping her own elbows before rocking them slowly across her body.

"Um… shaking thing. Right, me, you, small thing, your stomach, shaking. Ummmm…" his tongue clicked on the roof of his mouth, seeking a reference. Chell was staring, wide-eyed and hopeful.

And still nothing came. Why couldn't that colossal hanging bitch have given him an internal encyclopaedia? Oh right; no punishment there. No punishment in sending him out into a world where he might have been marginally more use to Chell than he currently was.

"Anything else?" he pleaded.

Chell's face fell, she moved to stand and his hands shot out almost before he gave the command, seizing her arm and yelping, "No love please, let me have another go! I swear I can-"

He saw her eyes; god, he was lucky they were so expressive, they'd been a great help when words and gestures wouldn't do.

"You're… fetching something? To help?"

Chell nodded, a little smile more than enough reward, and then she darted away, through the door that was only attached to the frame by one hinge, across the dirt pathway and into that building they'd found all the tins and jars in. Wheatley squinted through the curiously square hole in the wall (what was it with humans? Building something then putting great stonking holes in everything?) at the sign over it.

"Shhhhh….Op." he muttered. Well, 'Shhh' meant 'Shut up Wheatley', he knew that one. And Op… Op… a memory from the days of Aperture surfaced. Ah, Op, shorthand for operations. Quiet operations. All right, didn't make a lot of sense, but he could question Chell about that later.

She reappeared in the doorway of their (how quickly he'd learnt collective words like their, we, ours…) shack, holding up one of the jars with a proud smile, before thrusting it under his nose.

He blinked, examining the thing. The words were no good, learning to read was another thing he was no bloody good at; but pictures were good, pictures showed you what was inside the tins and jars.

He flinched, "Um… little human… ugh, is this another human thing? Cannibalism?" a memory flashed a fin in his mind. "Oh, well… carnivores sometimes eat the little ones, right? Is that it? Eating the weak ones?" he felt a little disgust at the idea, but then he was new to the human thing, he'd defer to the expert.

The expert who was currently banging her head against the wall.

"Oh love no, no, don't!" he protested again, taking another look at the jar, "Ok, ok, is this like… like seeds or something? It grows humans?"

Chell shook her head, then paused and nodded… then shook her head again; at least she was still smiling though, even if she was completely confused. Still, seemingly she was spent and crossed the floor to fall unceremoniously into his lap. He liked that; being able to curl around her was nice, like being a shield. And she was warm and had lots of soft bits and she breathed so nicely-

Nuzzling her face into his shoulder, she seemed to decide on one last try, and placed her hand on his chest, where humans kept their central processor bit, he remembered that much. He tried to recall the name.

"Um… central… core… no no, um… lung? Not Lung? Appendix? No, that's the bit for grass… heart? Oh! Heart, brilliant.."

Chell seemed to agree, took one of his hands, (horrible great knuckle-y things compared to hers, he noted) and dragged it to rest on her chest, over her own fluttering little mechanism.

He grinned, glad of knowing the answer. "Your heart. My heart, your heart. Right, two human hearts. Good start."

Chell licked her lips, raised her hand, showing three fingers.

"Third word? Oh, wait, no, just three. Three. Right, two hearts, Three."

A pause then. Longer this time, and Chell tensed a little, sitting up somewhat against his bony frame; had he got it? Surely that one was clear enough? If that didn't work she was going to have to just wait until it became obvious even to this numbskull and by then she'd preferably want him more prepared than this.

"Two hearts… three." He muttered again. His eyes flickered a little, reminding her of the times before… like little electrical surges.

Comprehension failed to dawn. "All right… tricky little word puzzle, that one. But I'll think about it." He promised, smiling in what he hoped was a winning way. "Devoting 90% of all brain function to solving the test, love."

Chell shook her head, but fondly this time, and slumped against him, allowing her eyes to close. Well, at least he was thinking about it, maybe the marriage of all the signals would spark something in his head. Maybe some long-dead primal memory would surface and give him a hint.

Maybe he wouldn't get it until she started to swell, or until the event itself; there was a horrible thought, blood, pain and him panicking as he always did when she was hurt while she just tried to get on with it.

They'd have to stop travelling, she knew. But not for a while yet, the road ahead was probably full of unknown dangers but she was willing to take the gamble in exchange for finding more humans (or failing that, a larger food supply).

"Oh wait, is this about finding more humans?" Wheatley suggested, "Two, then three, then more?" he was grinning in that hopeful puppy way again.

Chell raised her hand and holding her palm flat, wobbled it slightly.

"Almost." He translated. "Right, almost about finding more humans, well-"

She turned her hand to press one finger to his lips. That was another signal he'd learned really fast.

"Oh, ok. You want to sleep, right. Shutting up. Right now."

Chance would be a fine thing, Chell mused, closing her eyes.

"Yep. Just quiet time. Oh! Chell, what's Quiet Operations mean?"