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"She was a lot like you, well, maybe not quite as heavy."

Caroline is a posthumous character in Portal 2. She plays an integral role in GLaDOS' background. Caroline's voice can be heard only briefly in pre-recorded messages during the game, and mostly the phrase 'Yes sir, Mr. Johnson,' with the exception of bringing her boss back to the point interjecting 'Black Mesa can eat my bankrupt...' with 'Sir, the testing?' However, there are also unused audio files.

Caroline served as a personal assistant to Aperture Science CEO Cave Johnson, who described her as the "backbone of the facility". When Cave became terminally ill in the late 1980s, one of his dying wishes was to leave her in charge of Aperture in his place.



Caroline was Johnson's personal assistant and closest confidante from the early years of Aperture Science until his apparent death in the 1980s. After realizing that he was terminally ill, Cave attempted to cheat death by ordering Aperture's scientists to develop a computer network into which his consciousness could be uploaded. However, he decreed that should he die before the project was ready, Caroline would take over the company in his place. Johnson cautioned that Caroline would likely have to be forced into the role, as he predicted she would otherwise refuse out of modesty. He also suggested that she should be uploaded to the computer network in his place, making her effectively immortal.[1]

The exact details of what transpired are unclear, but at some point, Caroline's mind was transferred to the AI network that was meant to become the Enrichment Center's Genetic Lifeform and Disk Operating System. Upon activation, the AI proved to be unstable and extremely dangerous, trying to kill the scientists within "one-tenth of a picosecond" every time she was activated.[2] At some point between her creation and the events of Portal 2, GLaDOS lost conscious access to Caroline's pre-upload memories, becoming unaware of her own origins.


Portal 2[]

Science poster04

Aperture Science poster with heads of a man and women on it promoting science, thought to represent Cave Johnson and Caroline, respectively.

Caroline has never appeared in person, but her voice can be heard through audio recordings in some test chambers located in the oldest parts of the Enrichment Center. In the recordings, CEO Cave Johnson also mentions Caroline a number of times, referencing her repeatedly in conversation.

GLaDOS, who has been disconnected from her mainframe at this point and is exploring these parts of the facility with Chell, reacts strongly to hearing Caroline's voice. She is at first unable to remember how she knew Caroline, eventually lapsing into shocked silence for a time as she comes to remember her origins. At this point, Caroline's memories and personality gradually begin to re-emerge, described by GLaDOS as a sort of conscience. Although GLaDOS remains sarcastic and abrasive, her attitude toward Chell seems to soften somewhat.

Shortly after regaining control of the facility from Wheatley, GLaDOS thanks Chell for helping her rediscover human emotions - and the location in her network of the source of those emotions: Caroline's personality segment. GLaDOS claims to have summarily deleted what remains of Caroline; afterwards, she displays a marked shift in mood, apparently reverting to her prior conscience-free state. Despite this, however, GLaDOS ultimately decides to grant Chell her freedom without harming her - although she claims this is merely because her attempts to kill Chell have been so troublesome. In the game's ending song, "Want You Gone", she expresses mixed feelings about Chell's departure and at one point sings the line, "now little Caroline is in here too", raising the possibility that she may have lied about deleting Caroline.

During the cooperative campaign, which takes place after the single-player game, GLaDOS shows little sign of conscience. She does not hesitate to destroy sentient robots, actively encourages them to betray one another, and speaks disparagingly of humans throughout. Near the end of the campaign, however, she begins showing noticeable signs of emotion again.

Portrait of a Lady[]

Cave caroline 70s

A portrait of Cave Johnson with Caroline at his side.

"Those people, in the portrait. They look so familiar..."

In a hidden room overlooking the first test chamber in the 7th chapter, "The Reunion," a portrait can be found depicting CEO Cave Johnson with Caroline beside him. She has long brown hair and wears a white dress. Players who discover the portrait unlock the "Portrait of a Lady" Achievement/Trophy, and GLaDOS comments on the picture.

Personality and skills[]

Little is known about Caroline's personality; she has only a few lines in Portal 2, all of which are very short. She seems to have been a loyal and enthusiastic assistant to Johnson. GLaDOS' comments when accessing Caroline's memories suggest that she admired his passion, determination, and aggressiveness, as well as his willingness to openly express these qualities.

Johnson, in return, expressed great respect for Caroline, praising her dedication, reliability and overall competence. He described her as "married" to science, raising the possibility that Caroline's passion for science may have influenced GLaDOS's dedication to testing. Johnson also stated that Caroline was a rather modest person - perhaps too modest - and tended to underestimate her own abilities.

When GLaDOS begins to consciously access Caroline's memories, her comments imply that Caroline was more empathetic and concerned about morality than GLaDOS herself normally is (although this would be true of nearly any human). On the other hand, Caroline seems not to have objected to Johnson's callous treatment of his staff and Test Subjects. It is unclear to what degree GLaDOS' usual personality reflects Caroline's original personality.

Behind the scenes[]

  • Several sound files of Caroline's cut dialogue can be found within the game's cache files. The unused dialogue has Caroline addressing someone as "sir" and desperately insisting that she does not want something. The precise location in Test Shaft 09 for where this dialogue was meant to be played before being cut remains unknown. An Internet rumor claims that J.K. Simmons has revealed that this was intended to be a dialogue between Caroline and Cave Johnson and that Simmons refused to record his portion of the conversation because he felt it was too much like a rape scene. Erik Wolpaw has said in an interview during GDC Online 2011 that this is simply not true.[3] Wolpaw says, "Apparently, these are people who never saw (American prison drama series) Oz. J.K. Simmons will do anything if you pay him. But that [the rumor] is absolutely not true."
  • In the game files for Portal, an unused sound file named dinosaur_fizzle seems to sound like garbled electronic noise. However, most fans note that when carefully listening one can faintly hear a voice screaming, "get me out of here". This brings up a popular hypothesis that this is Caroline after being uploaded into GLaDOS. Although, this is unlikely, as Portal was created long before the retcon that brought Caroline into the picture. The audio file is actually the sound of a radio being thrown through an emancipation grid. Interestingly, when played backwards the phrase 'Is anyone there?' can be heard.
  • The first Commentary node in the game's seventh chapter, The Reunion, states that Caroline's role was originally meant for another character, Greg. Since he would only have a few lines, the developers found that it was not worth paying for another voice actor. Instead, they decided to reuse Ellen McLain's voice, rewriting the character as a female assistant named Caroline. This change inspired them to expand the story by revealing a connection between Caroline and GLaDOS.
  • Caroline was named after Jay Pinkerton's mother.[4] In an amusing coincidence, the name means "free woman."


Mural woman glados activation

Rattmann's mural depicting a woman (presumably Caroline) without a lab coat during GLaDOS' activation.

  • One of Doug Rattmann's murals seems to portray GLaDOS' activation and depicts a screaming woman without a lab coat among the group of scientists. Unlike the scientists, who appear to be dying of neurotoxin poisoning, the woman is not choking and seems to have something protruding from her stomach. This, along with the portrayal of the Companion Cube, could explain GLaDOS claiming that it will never threaten to stab you.
  • In the ending song, "Want You Gone", GLaDOS claims that Caroline "was a lot like [Chell]". Exactly what similarities she sees between them is unclear, although both women are implied to have been highly determined and intelligent. However, the comment may have been simply a set-up for the next line, which goes on to insult Chell's weight in comparison with Caroline's.
  • During a panel discussion at Anime Midwest 2011, Ellen McLain stated that she believes GLaDOS did not delete Caroline, and in fact actually likes Caroline on some level.
  • Caroline's name, despite being spelled differently, is actually pronounced 'Carolyn.'

List of appearances[]