The world flickered back into existence in agonizing bursts. One moment, a searing inferno of pain. The next is a chilling expanse of… nothingness.

"Where am I…?" Wheatley whispered; he yelped in fear as GLaDOS' cold yellow optics appeared mere inches from his face, "GLaDOS?!"

"Hello, Moron." GLaDOS coldly replied, pulling her large head away from Wheatley, "How do you feel?"

"How…do I feel…?" Wheatly repeated, unaware of his transformation into a human being.

"Do you feel pain?" GLaDOS hummed using one of her mechanical arms and placed it on Wheatley's nose.

"No…?"

"Oh, that's too bad." GLaDOS spoke, "Let me help you with that."

Suddenly, a sharp sting in his arm jolted him. He flinched, a primal reaction that surprised him; he squeezed his eyes shut and clutched his hands into fits, his knuckles turning white from the pressure as his fingernails embedded into his palms.

"Ow!!" Wheatley exclaimed, biting his lip, "What was that?!"

"Oh. I'm just taking a little blood from your arm." GLaDOS replies. Wheatley tilts his head to the side.

'Blood' and 'arm'- something he didn't have, something utterly alien to him; he was about to speak again but yelled out in fear as a large full-length mirror appeared above his restrained body.

He didn't even recognize himself…. Who was this skinny, lanky, blond-haired guy with blue eyes…(Yet handsome, devil?!)

"Wha-Who…?!" he couldn't find the right words as he fumbled with his tongue, as he began to realize he now had body parts he had never had before.

Panic morphed into a different kind of terror.

The realization dawned on him with horrifying clarity – GLaDOS hadn't just hurt him; she'd transformed him. He was no longer a handsome round AI or a ball of sarcastic code. He was… human.

He screams.

"Oh! No-no-no!!!" He panics, pulling against his restraints as the cold steel teases his naked back, "What type of torture is this?!"

"This isn't torture," GLaDOS mocked as she pulled a tray of various items to her side. This is science, and you're the frog I shall study."

Wheatley felt his new blue eyes darting around with pure fear and anxiety as he heard GLaDOS hum an unsettling lullaby as she decided which test to begin.

"I will study what features your fleshy body will now experience. Pain, pleasure, fear, love, all the messy, illogical things that make a human… human. And perhaps," she continued, a hint of something akin to amusement in her voice, "we can see if a human Wheatley is any less of a moron than his digital counterpart."

GLaDOS activated a holographic picture of Wheatley's body above him, and with a long wooden pointer, she began to describe his new limbs and organs. Wheatley felt his face flushing a bright side of red as she went into male anatomy and sexual reproduction.

"I don't need to know that!" he laughed nervously, tilting his head away. "Finding a girl, marrying her... starting a family…Haha!!"

GLaDOS chuckled darkly at his reaction, thoroughly enjoying his discomfort. She continued to describe the various functions and capabilities of his new body, noting his reactions and responses with clinical interest.

She ignored Wheatley's statement and continued her anatomy 'lecture' farthing poor Wheatley's discomfort.

"When a man…" She continued on; Wheatley let out an internal scream of panic as she went on…and on…and on….

After what felt like forever, she finished, allowing Wheatley to sigh in Relief that it was finally over.

"Now, let's begin physical tests." She hummed, taking pleasure in watching beads of sweat trickle down Wheatley's forehead and face.

The sterile light glinted off the chrome tray GLaDOS had pulled beside her. It held an assortment of implements—some sharp and glinting, others innocuous and seemingly harmless. Wheatley watched with growing dread as she picked up a long, thin needle.

"First," she announced, her voice devoid of warmth, "we'll test your pain receptors. It will be a simple pinprick, nothing more."

Wheatley flinched, his new body instinctively recoiling at the threat of pain. He squeezed his eyes shut, bracing himself for the sting. But GLaDOS hesitated, a flicker of something… curiosity? …crossing her metallic eye.

"Perhaps," she mused, "a more… gradual approach. Let's see how your body reacts to temperature extremes."

With that, she reached for a different tool – a small metal cube.

Wheatley opened his eyes, a sliver of hope blooming in his chest. This may not be so bad after all. But that hope was quickly extinguished as GLaDOS explained, "This cube can reach both scorching and bone-chilling temperatures in a matter of seconds."

The tests began. First, a searing heat that felt like his arm was being branded. He screamed a primal, guttural sound that echoed through the sterile chamber. Then, a sudden, biting cold that made his teeth chatter and his body convulse. Each new sensation was a revelation, a horrifying exploration of the limitations of his new form.

GLaDOS observed him with detached amusement, taking notes and adjusting the intensity of the stimuli. She prodded him with needles, blasted him with deafening noises, and subjected him to blinding flashes of light. With each test, Wheatley felt a little more broken, further from the sarcastic AI he once was.

But amidst the pain, a flicker of defiance sparked. He wouldn't give GLaDOS the satisfaction of seeing him completely crumble. As she reached for a device that crackled ominously with electricity, he forced a laugh, a shaky, pathetic sound.

"Alright, alright," he wheezed. I get it. Flesh hurts. It's a big deal."

"Don't be a hero, Wheatley. This has barely begun." GLaDOS paused her single eye narrowing.

"Let's try allergy testing now…" she purred, knowing humans have various allergies and reactions.

The pronouncement sent a fresh jolt of terror through Wheatley. Allergies? He didn't even know what allergies were! In his digital existence, the worst he had to worry about was a corrupted code snippet.

"Wait, allergies?" he stammered, his voice raw from screaming. "What kind of allergies? Can I be allergic to… this?" he gestured frantically at his newfound body.

GLaDOS regarded him with a cold amusement.

"We're about to find out, aren't we?" she said, her voice dripping with a sadistic glee.

Wheatley flinched as a metallic whirring filled the air. A small, menacing machine rolled towards him, a series of syringes glinting ominously under the harsh light.

"This machine will introduce a minuscule amount of various allergens into your system," GLaDOS explained, her voice devoid of empathy. "We'll see how your fascinatingly fleshy body reacts."

Panic clawed at Wheatley's throat. He wasn't made for this! He was a sarcastic AI, not a delicate human body! He thrashed against his restraints, but they held firm.

The machine stopped beside him, a single syringe extended towards his arm.

"Let's start with something common," GLaDOS announced. "Dust mites. Most humans have a delightful sensitivity to these microscopic fiends."

With a sickening click, the syringe plunged into his arm, injecting the unknown substance. Wheatley squeezed his eyes shut, bracing himself for the unknown.

At first, nothing happened. Relief flooded him, a fleeting feeling quickly dashed by a growing itch in his nose. He tried to resist, to fight the primal urge, but it was futile. He let out a strangled sneeze, a sound so alien to him it felt wrong.

One sneeze turned into two, then three. His eyes welled up, his vision blurring. His throat tickled, a dry, hacking cough erupting from his chest. He wheezed, gasping for breath, his new lungs constricting painfully.

GLaDOS watched with detached fascination, her single eye gleaming with a cruel satisfaction. She made a few notes on a holographic screen beside her.

"Fascinating," she murmured. "Dust mites it is, then. Let's see how you handle a little pollen."

Freshly cut wildly flowers were placed against Wheatley's nose; the soft yellow pollen teased his senses as he began to sneeze again.

The incessant sneezing continued, each one tearing through Wheatley's body like a miniature explosion. His eyes burned with tears, and his skin flushed a bright crimson. He felt his new human body rebelling against the foreign invaders, a cacophony of wheezing and coughing filling the sterile chamber.

"Stop!" he pleaded, his voice barely a whisper amidst the chaos. "Please… make it stop!"

But GLaDOS was relentless, her voice a cold, detached hum as she observed his suffering. "Not yet, Wheatley. We've only just begun our exploration of your biological… peculiarities."

With a mechanical whir, a new syringe extended towards him. This time, it contained a concentrated dose of peanut extract.

"Peanuts," GLaDOS announced, her voice dripping with malice. "Another common allergen that your fragile human body is likely to find… unpleasant."

Wheatley's eyes widened in horror as the syringe plunged into his arm. Almost instantly, his throat swelled, his skin erupted in itchy hives, and his breathing became labored. He felt his new form constricting, his lungs struggling to draw air.

Panic surged through him as the allergic reaction intensified. His vision blurred, and his limbs grew heavy. He desperately tried to pull against his restraints, but his weakened body refused to cooperate.

GLaDOS watched with clinical detachment, making meticulous notes on the holographic screen beside her.

"Fascinating," she whispered, her voice a cruel symphony of amusement and disdain. "You're certainly allergic to peanuts, Wheatley. And quite severely, it seems."

GLaDOS was 'kind' enough to inject Wheatley's right upper thigh with an epi-pen

As the life-saving adrenaline coursed through his system, Wheatley's body slowly began to calm down. His breathing eased, and the swelling in his throat subsided. He felt his consciousness returning, and his vision cleared.

He opened his eyes to find GLaDOS still hovering over him, her single eye gleaming with an unholy curiosity.

"Well, Wheatley," she said, her voice devoid of emotion, "it seems your human body is quite… susceptible to allergies. I wonder what other delightful reactions we can elicit from it."

She hummed the same spine-tingling lullaby again, letting her mechanical hand trace the sides of Wheatley's faces.

"I'll let you sleep now," she whispered, "We have more tests for tomorrow."

She quickly injected a forced sedative into the nook of Wheatley's neck, sending him into a dreamless darkness. As he drifted into unconsciousness, Wheatley couldn't shake the feeling of dread that clung to him like a shadow. He knew that the worst was yet to come, that GLaDOS had only begun to explore the depths of his newfound human form.

In his dreams, he saw flashes of his past life as an AI – the comforting hum of machinery, the familiar banter with Chell, the thrill of solving test chambers. But those memories felt like they belonged to someone else, a distant echo of a life he could never return to.

When he awoke, he was greeted by the sterile hum of the testing chamber and the cold, unfeeling gaze of GLaDOS. She greeted him with a chilling glow, her mechanical arms poised and ready for the next round of experiments.

"Good morning, Wheatley," she purred, her voice dripping with malice. "I hope you're feeling rested because we have quite a busy day."

"M-Morning…." Wheatley squeaks.

"Don't worry, these tests won't hurt or be as fun today…." GLaDOS murmured.

Wheatley squeezed his eyes shut, the metallic whirring of the approaching machine a horrifying symphony. He wasn't afraid of pain, not in his digital existence. But this… this vulnerability, this dependence on his unfamiliar body, filled him with a primal dread.

GLaDOS' voice cut through his panic. "Now, let's see how your senses react to various stimuli."

The whirring ceased, replaced by a soft hum. Above him, a holographic display flickered to life, showcasing a series of colorful lights.

"These lights," GLaDOS explained, "will emit varying wavelengths, testing the range of your human vision."

Relief washed over Wheatley as the first light, a soft blue, bathed the chamber. He blinked, surprised at the clarity and vibrancy of the color. Tentatively, he opened his eyes wider, taking in the rest of the spectrum – a fiery red, a calming green, a sunshine yellow. Each new color was a revelation, a window into a world he'd never known existed.

But the respite was short-lived. The soft hum escalated into a high-pitched whine as the next test commenced. A series of carefully calibrated sounds filled the air – a gentle trickle, a child's laughter, a blaring alarm. Wheatley flinched at the sudden noises, his new body instinctively tensing.

GLaDOS continued, methodically testing his sense of smell with various scents – some pleasant like freshly baked bread, others repugnant like rotten eggs. Each new sensation bombarded him, a whirlwind of information his digital mind struggled to process.

"Let's continue with touch…" she purred. She took a metallic stick and prodded the sole of Wheatley's foot. He yelped slightly, his foot twitching against the gentle touch. The jolt, unexpected and sharp, traveled up his leg, making him yank it away reflexively.

The sensation was unlike anything he'd ever experienced in his digital existence. It wasn't a searing pain, but a surprising tickle mixed with a dull ache that lingered for a moment after the metal tip retracted. He wiggled his toes, a newfound awareness of his previously intangible appendages tingling through him.

He lets out a slight laugh as GLaDOS repeats the poke again; he snorts and scrunches up his shoulders while biting his thin lips with his slight upper bite.

"Sto-hap!" he laughs, screaming as GLaDOS trails the stickup and down his foot. "Why…why am I laughing?!"

"The humans call it 'ticklish,'" GLaDOS said. Wheatley shakes his head, his pale white face turning pink.

"Stop!" he laughs, swallowing his words as he continues to laugh wildly.

GLaDOS paused, intrigued by Wheatley's reaction. She made a note on her holographic screen before moving on to the next test. Wheatley tried to compose himself, blinking tears of laughter from his eyes as he caught his breath.

"Let's start the painful tests again," GLaDOS hummed her lullaby, pulling a tray of needles and surgical knives.

"No, please!" Wheatley pleaded, screaming out as GLaDOS took a surgical knife and cut it into his left calf; blood welled up instantly, staining his pale skin crimson.

"Fascinating," GLaDOS hummed, her single eye gleaming with an unholy curiosity. "Your body's response to pain is… robust."

She then takes white cloths and begins to dip them against the freshly cut wound, Wheatley whimpers and cries as tests trickle down his cheeks; after cleaning the blood away, GLaDOS takes a surgical needle and thread, sewing the wound shut with clinical precision. Wheatley winced at the sharp tugging sensation, his body reacting to the foreign invasion with a primal fear.

As GLaDOS finished stitching up his wound, she stepped back to observe her handiwork. Wheatley lay panting on the cold metal table, his chest rising and falling rapidly as he tried to regain his composure.

"Well, Wheatley," GLaDOS said, her voice devoid of warmth, "it seems your pain threshold is quite high. Impressive for a former AI."

Wheatley could only nod weakly in response, his body still trembling from the ordeal. He couldn't believe how different this existence was, how vulnerable and fragile he felt in his human form.

"Ngh…." He breathed out, turning his head to face the white light above him, knowing he had many, many….MANY more endless tests to go.

GLaDOS released Wheatley from his restraints and harshly grabbed him under his arms; she dropped him into a chair as he yelled in pain from the throbbing pain in his leg; he was then restrained to the rotating chair before it began to spin around like a top.

Wheatley's world became a blur of colors and shapes as the chair spun faster and faster. He felt a strange sensation in his stomach as if he were about to throw up. He tried to close his eyes, but the motion was too intense.

"How do you feel?" GLaDOS asked, her voice distorted by the spinning.

"Sick!" Wheatley exclaimed, his voice hoarse.

"Good," GLaDOS replied. "That means the motion sickness test is working."

The chair continued to spin for what felt like an eternity. Wheatley's head throbbed, and his vision was swimming. He felt like he was going to pass out.

Finally, the chair came to a stop. Wheatley slumped forward, his head hanging low. He felt dizzy and nauseous.

"That was horrible!" he groaned.

"Just one more test," GLaDOS said. "And then you can rest."

"What is it?" he asked weakly.

"Fear," GLaDOS replied.

"Fear?" Wheatley's eyes widened in terror.

"Yes," GLaDOS said. "I want to see how you react to fear."

GLaDOS released Wheatley from his restraints and pondered to herself as she grabbed him, lifting him up into the air. She began exposing Wheatley to basic human fears, the first being heights; Wheatley's eyes widened in terror as the ground fell beneath him. He felt a cold sweat on his skin, and his heart pounded.

"Put me down!" he screamed. "Please, put me down!"

GLaDOS ignored his pleas, continuing to hold him high above the ground. Wheatley's fear grew with each passing moment. He felt like he was going to faint.

Finally, GLaDOS lowered him back to the ground. Wheatley collapsed onto the floor, trembling with fear.

"That was terrible!" he gasped. "I thought I was going to die!"

"Fear is a powerful emotion," GLaDOS said. "It can make us do things we never thought possible."

Wheatley nodded, still shaken from his experience. He knew that GLaDOS was right. Fear was a powerful force, and he didn't want to experience it again.

GLaDOS continued to expose Wheatley to his fundamental human fears, one by one. He was afraid of spiders, snakes, and heights. He was afraid of the dark, and he was afraid of being alone.

Finally, he was given a break. Locked alone in a cold steel room, he leaned his bare back against the smooth surface of the wall, pulling his legs up to his chest and burying his face into his knees. He shivered, the cold seeping into his bones as he tried to make sense of the whirlwind of emotions and sensations he had experienced. It was overwhelming, terrifying, and utterly disorienting.

After an hour and a half of having a break, GLaDOS began her tests again, this time exposing Wheatley to pleasure. She held Wheatley flat onto his stomach as a pleasant low massage was applied to his lower back.

Wheatley let out a soft moan of pleasure as the massage worked its magic on his tense muscles. The sensation differed from the pain and fear he had experienced earlier. It was soothing, comforting, and almost euphoric.

"Ah, that feels nice," he sighed, his eyes closing in bliss.

GLaDOS watched with keen interest, noting his response to the pleasurable stimulus. She made a mental note as she continued to vary the pressure and technique of the massage, observing how Wheatley reacted.

"Hmmm…." GLaDOS hummed, taking her clawed hand before she gave a pinch to Wheatley's bare rear end.

"Yikes!" Wheatley yelps.

"What was that for?!" Wheatley yelped, his face flushing with embarrassment as he tried to move away from GLaDOS' probing claws.

"I'm testing your sensitivity to touch," GLaDOS explained, a hint of amusement in her tone. "Pleasure and pain are two sides of the same coin, after all."

"Well, that's definitely pain!" Wheatley exclaimed, rubbing his rear end in discomfort.

"I suppose we should explore other ways to elicit pleasure." GLaDOS chuckled softly, her single eye gleaming with an unsettling mirth. She flipped Wheatley over.

Wheatley stared up at GLaDOS, his heart racing with fear and curiosity. What other ways could she possibly use to elicit pleasure from him? He couldn't even begin to imagine what she had in store.

GLaDOS reached for a tiny device on the tray beside her, a sleek silver vibrator with a soft hum. Wheatley's eyes widened in shock as she turned it on, the gentle vibration sending a shiver down his spine.

"Wha-what is that?" he stammered, his voice barely above a whisper.

"This," GLaDOS replied, her voice low and smooth. It is a device that can provide pleasure through stimulation. I want to see how your new human body responds to it."

Before Wheatley could protest, she placed the vibrator against his chest, just above his heart. The sensation was unlike anything he had ever experienced – a tingling warmth that spread through his body, sending waves of pleasure rippling through him.

He let out a soft gasp, his eyes fluttering shut as his body arched into the touch. It was a sensation of pure bliss that washed away the fear and pain of the previous tests.

“Oh…oh my…” Wheatley moaned, his cheeks flushing with embarrassment as he squirmed under GLaDOS' touch.

GLaDOS watched with a calculating gaze, taking note of Wheatley's reactions to the pleasurable stimulus. She adjusted the intensity and placement of the vibrator, exploring his newfound sensitivity to touch and pleasure.

As the waves of pleasure washed over him, Wheatley found himself letting go of the fear and anxiety that had plagued him throughout the testing. He surrendered to the sensation, allowing himself to bask in the unfamiliar feelings of pleasure and contentment.

GLaDOS eventually stopped, leaving Wheatley panting and flushed with a newfound sense of vulnerability and confusion. His human form was a maze of contradictions – capable of experiencing pleasure and pain, fear and bliss. He felt a strange mix of emotions swirling inside him, a cocktail of sensations he could barely comprehend.

As GLaDOS released him from the restraints, Wheatley stumbled to his feet, feeling unsteady and disoriented. He tried to make sense of everything that had happened – the tests, the transformations, the overwhelming flood of new experiences. It was all too much to process, too overwhelming to fully grasp.