> Third Chances
>  by cloudedguardian
> --------------------------------------------------------------------------

> Prologue
> --------------------------------------------------------------------------

	“Wait, how did you get in here?” 
GLaDOS span around, fixing her gold eye on test subject 504, an older woman who had just very calmly waltzed into GLaDOS’s control room. The woman paid her no heed, not flinching or even blinking as she focused her portal gun behind GLaDOS’s head and fired. A series of explosions went off and GLaDOS span around again to try and find out what was going on. Why weren’t her cameras working anymore? Another zap came from the portal gun, and a second later what felt like a heavy weight fell on top of her.
“Wait, what are you doing?!” GLaDOS screeched, trying to shake whatever it was off.
“Disconnecting you.”
The feminine voice echoed out from above her, calm and collected.
The light that served as GLaDOS’s eye flickered in shock. She hadn’t been aware that any of her newly acquired ex-cryogenic test subjects were capable of speech. A horrible feeling crept through her wires as she remembered that the subject files were written after full computer shut down, and therefore by humans. The cryogenic procedures had been employed purely by humans she did not know. Humans that were likely aware of what she had done, aware of what that murderous little mute beast had done…
“H-how?” GLaDOS’s whole system stuttered, feeling her power fading as wires were pulled loose. “W-why?”
The voice above her sneered. “Did you really think humanity’s future would be trusted to a bunch of homeless fools, or ex-convicts? Of course not. Every last one of us, military trained and brilliant scientists in our own right.”
Panic shot through the gigantic robot again, and she jolted and shook in a desperate attempt to dislodge the human perched on her back.
“Interesting fact-” The woman paused in her speech to pull another wire loose- “Before I joined Aperture Science, I worked in IT. So I know, I know right away, when a system has a virus. And your mainframe? Ooh, it has a doozy.”
“You don’t speak much like a scientist.” GLaDOS snapped, her body shuddering as a fistful of her, or at least what used to be part of her, was torn out and thrown to the floor below.
“Science doesn’t leave much room for snark.” GLaDOS could swear she could feel the woman smiling at her. “But we manage now, don’t we?”
The lights went out, cloaking the room in near pitch black darkness. The clang of metal rang out as the woman jumped down to the floor below, before turning to face the dying light of GLaDOS’s eye.
“H-hoooww?”
The word came out slow, drawn out and low, the lack of power to her systems making it hard for her to speak.
“Testing more than one of us at a time was a bad move GLaDOS. I know it’s something you don’t really understand, but I’ll try to explain it anyway. We worked together. Secretly. Carefully. All while you were turned away to watch over someone else. Shut down your cameras, hacked in to your productions… You have nothing right now. All that’s left is to pull you out and try again with a better core...”
If she had the energy, GlaDOS’s would have been trying out some of the more interesting words she had seen Chell mouth after colliding with a wall one too many times. As it was, all she could do was keep her single light fixated angrily at the smirking woman before her.
“…We aren’t going to bother with that though,” the woman suddenly finished, and GLaDOS jerked slightly in confused shock at the statement.
The single movement was enough to exhaust her power, and it took several long minutes before she had the energy to boot up again. By the time she had done so, she could hear other humans speaking with the woman, the low tones of a male occasionally undercutting a higher tone of a young woman, with the calm tone of her occasionally overriding both of them. The voices were hard to catch, as if something was interfering with her microphones.
“…st we’ll try the earlier backup, before the 5C4RL3T core was installed…”
“…doesn’t work?… Too dangerous…”
“...could be a liability…”
“…Cave was out of his mind…”
“If all else fails, we’ll get rid of it all and start over from scratch,” the first woman was standing closer to her, she could hear her words perfectly. “As much as I hate to throw out all of his hard work, I can’t say I agree with Johnson’s methods. He wasn’t exactly in a right state of mind at the time when he dreamt this all up though.”
A small part of GLaDOS sparked up in anger at that. It felt like something forgotten that had just been remembered, or perhaps brought back. She was too tired to place it, or even to try to. It was all she could do to record what she was hearing now.
“It’s not working Shannon,” a fourth voice piped up from nearby. It was soft and almost sad, while still holding the low tones of a man’s. “Whatever’s causing the corruption, the backup isn’t over-writing it.”
“…have to destroy it…”
“…gree. It’s too intelligent.”
“I have a better idea,” Shannon said, her voice holding something that GLaDOS couldn’t quite comprehend.
“What are you thinking?” 
“Well, James, just as you are the King of the unique field that is experimental physics, and have naturally been called in and subsequently selected so as to discuss and research alternative forms of their laws- My field lies in dimensions.”
Silence hung in the air for so long that GLaDOS began to wonder if her microphones had finally shorted out and fried. Then, the strangest phrase she had ever heard was uttered with an odd and whistful tone by the second strangest woman GLaDOS had ever had the displeasure of meeting.


“Don’t you think the moon is beautiful tonight?”

	
> Breathe
> --------------------------------------------------------------------------

	GLaDOS groaned, wincing slightly at the pounding in her head.
A second later, the meaning of what she had just done hit her full force, and she scrambled upright in sheer instinct as her mind span in desperate attempt to comprehend everything she was feeling and doing at such a speed that she would have shorted out if she was still back in the science centre.
Or rather, if she was still a robot.
Her heart was pounding. She had a heart. A physical, beating, heart- And it was thumping loudly in her chest as she struggled to slow her breathing. She honestly didn’t know how. She’d never breathed before. She’d never had to breath before. 
Water started trickling down her face, her vision blurring a second before. She could feel each droplet vividly as it stirred small fibers on its way down, and left a warmth that vanished a second later to be cold. 
The small part of her that wasn’t freaking out wondered if she was malfunctioning. If, that is, biologics could malfunction. This simple question was what allowed her to eventually calm down. It pulled her mind away from the panic and confusion into concentrating and analyzing simple things. The tickling, cool feel of the grass swaying in the wind and brushing against her. The non-existent pattern the wind held as it blew against her and made the trees above whisper, and how she could feel it in a way beyond what sensors could ever have.
She blinked instinctually, and nearly panicked again as the world blinked out of sight for a split-second. Of course it came back into sight the second she reopened her eyes, but it was a strange experience for her regardless. It took her only a second to realize that blinking had brought her vision slightly more into focus, so she blinked a few more times, clearing the tears from her eyes and drawing the world back into crystal clarity.
So now she just had to figure out this new body moved and functioned. Four legs, each ending in a hard hoof. The forelegs held far more complicated joints than she had seen in any ungulate before. Her eyes, (of which a small part of her was surprised she had two, although why this was a revelation was beyond her) sat on either side of her head, resting only slightly forward. Logic said that in all probability she was mostly a herbivorous creature, with perhaps opportunistic omnivoric tendencies. Rotating ears, a short white coat, and a long tail were the last thing she ticked off in her analysation. All in all, GLaDOS decided she could safely conclude that she had become a pony of some new sort.
Carefully getting to her hooves, GLaDOS decided that thinking too much into how she got here in this world, or for that matter into this body, was a dangerous paradox in and of itself, and was therefore a problem to be addressed at a later time. More pressing matters were at hand. For example, figuring out how to walk would be a good start.
She began by simply trying to walk over to the cherry tree just 17.5 feet away from her. It didn’t go too well at first, as she felt as if she had to watch what her hooves were doing to keep herself from falling over- Which often resulted in her walking into things other than the tree she had selected as her destination. Just as she had started to get the hang of it, (Somehow it seemed the less she thought about it the better she did) the loud cracking of tree branches interrupted her, and a pale gray furry biologic, bearing close resemblance to that of the Greek mythology’s “Pegasus” crashed quite spectacularly just four feet away from where she unsteadily stood.
“Well that didn’t work too well now did it?” A chipper voice asked rhetorically, as what she had decided to refer to as a pegasus pony pulled its head out of the dirt pile its crash had created. 
There was something about that voice that sounded familiar in the worst way however, and if she could just put her finger on it, so to speak-
“Yep yep, didn’t work at all I’d say- I suppose trying to fly right off the bat wasn’t a very smart thing to do, but there you have i-”
“YOU!”
Wheatley. That blubbering, rambling, horribly chipper voice belonged to Wheatley. He was the only one it ever could belong to. Even if that simple fact wasn’t proof enough on its own, the way the pegasus then froze to slowly look behind himself at her with a look of nervous dread was.
“GLaDOS? That you?” She narrowed her eyes at him, turning to face him effortlessly and without thought. “Yes, I’d rather, uh, say it is… Ah ha ha, I don’t suppose you’ve forgotten about… That whole… Thing? With the potato, and, uh, all that… Have you?”
GLaDOS was suddenly very aware that she had an until this point otherwise unnoted horn- a nice sharp horn- that she wholly intended to ram into him with great prejudice. She supposed, very briefly, that that made her a unicorn, or rather, a unicorn pony if one wanted to get technical.
Wheatley smiled nervously at her as she lowered her horn and prepared to charge. He cleared his throat gently, his wings slowly unfolding as his hooves shuffled in place.
“I, uh… I’m going to start running now.”
“Good idea.” GLaDOS deadpanned, before charging at full speed at the now scrambling-to-flee pegasus.





“COME BACK HERE SO I CAN KILL YOU!”
“I don’t think I will, thanks!” 

Much to GLaDOS’s irritation, she was slowly discovering that pegasi were naturally more agile than unicorns, and Wheatley was taking full advantage of the fact with hairpin turns that left her skidding in the mud. He was never totally out of her sight, but always just out of her reach. It was starting to drive her a little insane. As if to make matters worse, her legs were starting to feel very hot and heavy, and it felt like it was getting harder to breath. A small part of her began to wonder if biologics could overheat.
As moronic as he was, even Wheatley would only take so long before he remembered he had wings. “So long” happened to be sixteen and a half minutes, and after he suddenly remembered how he had very briefly gotten them to work, he was met with a very satisfying screech of frustration upon reaching a height of just seven feet above ground; Which happened to leave him exactly three inches out of his enraged ex-boss’s reach.
“Ha! HOW DO YOU LIKE THEM APPLES!” Wheatley taunted, glaring down at the pale unicorn with smug satisfaction.
“I’ll like them a lot better once I’ve made you CHOKE ON THEM!”
“Hey, hey! Watch what you’re doing with those rocks- You nearly hit me with that!”
“That’s the idea, you moron!” GLaDOS snapped back, wheeling back another stone in her right fore-hoof.
“I am not a moron!” Wheatley suddenly froze for a second, shocked by his own outburst. “Well that was… Unexpected. I wonder where that came from… I know I’m certainly not the brightest… I’ve done some rather regrettably things really…” 
Lost in thought as he was, he nearly didn’t notice the large stone that had just been hurled at his head. As it was, he just barely did, and manage to duck it just in time for it to whiz past his mane and bounce off a tree behind him… Peeving off a rather large crow in the process, which immediately dive-bombed the culprit.
“BIRD!” GLaDOS screeched, her voice hitting a new pitch as she scrambled over backwards in a panicked attempt to flee. “GET IT AWAY GET IT AWAY!” 
Wheatley nearly choked laughing. “Aww, is the mighty GLaDOS scared of an itty bitty birdy?”
“You weren’t nearly eaten alive by one you great gaffoon!”
“Yeah, but whose fault was that?”
“YOURS! And that’s exactly why I’m going to kill you once I get my grasp-hands- HOOVES on you!”
“Well in case you haven’t noticed, I am rather perfectly out of your hooves reach!” Wheatley taunted, wiggling his hindquarters at her just to see the look of wrath on her face grow. He stopped suddenly though, as an errant thought came to mind. “Hooves reach? Hoof’s reach? No, it would be leg’s reach wouldn’t it? I’m not sure. It sounds rather funny though, leg’s reach. Doesn’t quite sound right does it? Leg’s reach. Doesn’t sound right at all.”
“Oh shut up! And stop laughing you dolt!” GLaDOS snapped out between gasps as she struggled to catch her breath. She had been trying to jump up the two feet he was above her by, and the effort had left her winded.
Wheatley looked down and over his shoulder at her, a look of confusion clear on his face. “I’m not laughing. I can’t laugh that high anyway. I’m more of a “Ahahaha” guy, ya know and- What are you lookin’ at?”
GLaDOS’s eyes had fixated on something behind and to the left of him, and Wheatley nearly crashed as he tried to turn around to follow her gaze. An orange pony with a brown mane pulled into two loose pigtails laid on the ground about twelve feet away, clutching her sides with tears leaking out of the corner of her eyes, laughing absolutely hysterically. The pony had neither the wings nor horn that they did, but her frame seemed stronger than theirs, as if she was designed to be as sturdy and stubborn as possible. 
Slowly, the mare regained her composure, and her breathing evened out as she rolled onto her stomach and wiped her tears away with a lingering chuckle. As she focused her steel-green eyes on the two, GLaDOS’s eyes widened, and she staggered back a step, finding herself unable to tear away from the mare’s gaze.
“Y-you…”
Wheatley hazarded to fly a little lower to get a better look at the orange mare, and he actually squinted for a second as he looked over her, as if unsure of what he was seeing. “Chell?”
The mare returned his nervous smile with a slightly more confident one of her own, nodding gently as she stood up- But all without shifting her gaze from GLaDOS for longer than a second. As Wheatley shifted on his wings, Chell’s gaze snapped over to him, and a chill ran down his spine as he realized how cold and calculating it was. He didn’t like this look, but he couldn’t deny he deserved it.
“Um, so…” Wheatley paused long enough to fly up out of GLaDOS’s reach again before she noticed how close he was to her… She could have easily gotten him right then and there, had she been paying attention. 
Once he was sure he was thoroughly out of her reach, he cleared his throat once more and tried again. “So, uh, let me take this opportunity to apologize.”
Chell raised an eyebrow at him, and he continued on hastily, “No no, genuinely, I apologize. I’m really sorry. I completely regret everything I did- To be honest I’m not sure what got into me. But… I still tried to kill you… A lot… And… That was stupid… And… Somehow I think I should stop talking now.”
“Look at that, you actually can think of good ideas.” GLaDOS snarked, glaring up at the pegasus. 
As she returned her gaze down to Chell, she noticed that the mare’s skeptical look had now been shifted to her. Not surprising, after all the things they had done to each other. GLaDOS had lost count how many time she had actively or impassively tried to kill the woman back at the Aperture Science Centre, and their last words were effectively “Get out of my sight before I change my mind about killing you.” What was surprising, however, was that Chell had this knowing smile on her face, like she was waiting for something.
“What. You don’t honestly expect me to apologize or anything do you? You know that’s not going to happen.” GlaDOS deadpanned, returning Chell’s steady gaze with a dark glare. 
Chell only raised an eyebrow, causing GLaDOS to shift uncomfortably. “Well. Anyway.” GLaDOS turned around abruptly, forcing her gaze away from the orange mare. “I’m going to go now and figure everything out. Such as, for example- What’s going on and how we got here, or what’s malfunctioning and why I have this really… warm feeling in my chest-”
“I-it’s c-called b-beeinng ha-happy to se-see suh-someone.”
The words came out thick and slow, but they came out warm and confident as well. GLaDOS froze and looked behind her at Chell, who’s knowing smile had gotten less skeptical and more cocky. Before she could say anything back, however, Wheatley had positioned himself to hovering a few inches away from Chell’s face, and was happily rambling away again.
“Oh! Oh! So you can talk! I knew you could! Come on now, with me- Apple. Nice and easy, right? Ap-ple.”
Chell just rolled her eyes and stuck her tongue out at him as she walked by, pausing in her stride only long enough to meet GLaDOS’s mismatched gaze and to jerk her head at the two to follow her before disappearing around a tree and out of their sight. The two only hesitated for a single second before running after their old ally and nemesis.
	
> Learning
> --------------------------------------------------------------------------

	Warm sun filtered through a thousand leaves, each a different shade of green, to eventually cast dancing shadows on the ground and creatures below. The gentle noise of a stream off in the distance could be heard, a sound almost like a sweeter echo of clinking metal, occasionally undercut by the twittering of various song birds. The occasional bow would snap under the weight or determination of a small critter, breaking up the almost melodious whisper of the woods. 
Outside of these few noises, however, there was nothing else to be heard… A soft silence seemed to pertain throughout the forest, leaving it more than empty of the whirring sounds of machinery that they were so accustomed to.


It all left GLaDOS feeling a little lost.


She would never admit it, of course- But she found herself feeling grateful for the dull orange form of her ex-arch-enemy leading the way in front of her. There was something oddly comforting about how Chell just seemed to instinctively know the way forward through the forest. There almost seemed to be a wordless grace in how easily the woman, or rather, mare, if one wanted to be technical, found her footing among the brush and broken paths. If she hadn’t known otherwise, GLaDOS might have though that Chell had been a pony all her life.
I suppose it’s only logic that after having to relearn how to walk twice, a third time in a new body wouldn’t be as difficult. GlaDOS reasoned, watching as Chell almost effortlessly jumped over a log blocking their path.
At least in contrast to having to learn how to walk period… GLaDOS grumbled mentally as she examined the large log that was so rudely sitting in their way. Chell was waiting rather patiently on the other side, watching with a raised eyebrow for the ex-robots’ own attempts.
“Come on GLaDOS, hurry up. Stop lollygagging!” Wheatley whined from where he was rather impatiently waiting a few feet behind her. He had insisted on taking that position as they had taken to following Chell through the woods, saying that it was the only way he could ensure that GLaDOS wasn’t sneaking up behind him.
“I suppose pointing out that there’s nothing stopping you from going first would do nothing towards actually causing you to shut up?” GLaDOS snarled, not even bothering to turn to look at the buffoon in question.
“I think that’s quite accurate, yes.”
His chipper reply did nothing for her mood.
“Lovely,” GLaDOS muttered as she glared down at the log with more than a little trepidation. She just knew this wasn’t going to go well.
The next thought she knew was a very strong desire for the fall boots that had been in Chell’s care for so long. Her second thought was of her increasing desire to strangle Wheatley to death as the sound of his hysterical laughter reached her ears. It wasn’t her fault her back hoof has caught on something mid jump- The log had a very irregular design, and clearly needed to be repaired… Or something.
Even GLaDOS knew she was grasping at already non-existent straws as she nursed her suddenly very tender chin. Her gaze slowly slid upward to where Chell was calmly standing, holding her fore-leg out to give her a hoof back up. The mare wasn’t even laughing. Somehow that was an irritation in and of itself.
Wheatley simply glided over the log, avoiding the jump and its related perils all together. How come only the moron got wings, anyway? That certainly wasn’t fair. This simple thought was a great irritation to the once all-powerful robot. As far as she could figure, she deserved wings just as much as that idiot did. How did he get them and not her, anyway? At least during the entire time she had been in charge, she’d never nearly blown the facility up. For that matter, why didn’t Chell get a pair? Between her skill with the Portals and the faith plates, the woman had come far closer to actually flying than most humans ever could…
Speaking of Chell and irritations… The mare’s incessantly good mood was starting to annoy GLaDOS. Not so much because she’d rather see her miserable, but rather because there didn’t seem to be any good reason for it, and it was starting to unsettle her a little bit.
“You’re up to something.”
Chell paused in her stride to look behind her at the hesitating unicorn mare with an expression of pure bemusement. 
“I just know you’re up to something. A scheme of some sort, that I just haven’t figured out yet.”  Chell rolled her eyes and continued walking.
GLaDOS didn’t hesitate to continue following her, even as she went on with her rant. “There’s just no way you’re this stupid.” That earned her a glance back from Chell, who’s look of scepticism has returned.
“You’re trusting two robots who tried to kill you. Multiple times, at that-”
“Which I apologized for!” Wheatley piped up indignantly from his spot in the back. “Just a note, you know…” He added somewhat weakly, trailing off slightly as the two mares ignored him.
“-And yet you’re calm, and practically seeping confidence. Not to mention that if you were any happier you’d be skipping down these paths. It’s completely illogical for you to help us, and I know you’re not this dumb. So you must be plotting something. I just don’t know what.” GLaDOS finished, fixing her gaze on Chell, who, as far as she could tell, had resumed smiling. 
“At least, not yet…” It was added as almost an afterthought, and under her breath, but it still seemed to catch Wheatley’s ears.
“Well, she has a reason to trust me.” Wheatley bragged, flying forward to glide along side her. (while still making quite sure to be out of reach, just in case…) “I gave her my heart-felt apology.”
Grinning stupidly as he was, he missed the sceptical look that got shot his way from Chell, as well as the subsequent eye roll.
“As for why she’s trusting you, I have no idea,” Wheatley continued on, before shooting an extremely irritating and cocky grin down at the pale unicorn. “Maybe she just has a really big heart, and pities you.” 
“If anyone’s getting pitied, it’s you,” GLaDOS hissed back, just as Chell finally decided to reply herself.
“Mm-my Mothh-M-mom wa-as I-italian.”
“Huh,” Wheatley said, looking both surprised and curious. “I didn’t know that. Did you know that GLaDOS?”
“…”
“GLaDOS? Helloo~ooo? Anybody home?”

GLaDOS had come to a dead stop upon hearing Chell’s reply, and still hadn’t moved. It had taken Wheatley a moment to notice this, but now that he had, it mildly concerned him. She had this vacant look on her face, as if her mind was a million miles away, and her cheeks had flushed, tingeing her white fur a pale pink.
“N-no.” She finally said, her gaze still resting, unfocused, on where Chell was still calmly walking ahead of them. 


“I didn’t know that.”