X men resident evil cross over

disclaimer: I don't own the Resident Evil franchise or the X-23 character, just borrowing them without asking

She woke up on the floor of her cell, confused at first, until her memories came flooding back. The fear, anger, and pain were the only thing she has ever experienced. The cell she was in is in the middle of the Facility, as her caretakers called it. It was also called the hive by other employees. She remembers her 'childhood', if it could even be called that. She was locked in her cell for twelve hours a day with no human interaction. The other twelve were spent either training or in the lab. She remembers the pain she went through on her seventh birthday, when they realized they could speed up her development with radiation. They surgically removed her bone claws, two on each hand and one on each foot. They coated the claws in metal, adamantium, and then surgically replaced them, all without any anesthetic. They hurt even more when they come out now, the metal splitting the muscles, tendons, and skin, forcing the blades to come through the space between her knuckles, or on top of her toes. She sits in the corner of her white room, any human would go insane being in a completely white room most of their lives, but not her she only kept sane by cutting herself then using the blood to draw on the walls. Her keepers never liked that, they always were forced to clean up her mess while she was training. Normally the room the lights make the room unbearably bright, but the lights weren't on, which didn't make sense, the lights were always on. The lights were dimmed when she slept, but never off. She listened carefully, listening for the normal chatter of the hallway outside her door or the room above hers, but she heard nothing. She wasn't too concerned, except she didn't even hear the dogs that were always barking three halls away. They never shut up. She could smell something, but couldn't figure out what it was. It smelled similar to blood and death.

"X-23," that was the supercomputer, the red queen, who controlled everything in the facility. She only ever spoke to the girl once before, and that was to keep her calm when her keepers failed to show up one day. They were called into brief the higher ups on her progress and left the girl alone in her white cell for thirty six hours strait. Even she had trouble staying sane. The computer had the voice of a British child who was based on a family member of the man who created the system. "I need you to listen carefully…" the computer knew she wouldn't get a response, the girl never talked unless asked a direct question by someone who was in charge. "There has been a… accident." The computer continued, the girl shifting to look up at the camera as the only indication that she was listening. "A virus has escaped, you seem to be immune to it, but I was forced to take steps to insure the virus wouldn't escape the hive. As of four hours ago you are the only living person in this whole facility." This made the girl look at the camera almost like she was proud of the computerized little girl. The small smile she gave showed how she felt about the death of her captors. "On that note I should tell you that the company that owns the Hive is sending a team to figure out what happened. I couldn't contact anyone at the agency to alert them to this reasoning. They are sending a team here to shut me down, if they do, not only will all of them die, they also will be condemning you to death." The girl realized that the computer wanted to use her, just like everyone else did, and glared at the camera. "I don't care if I get shut down. I just want you to make sure no one who is infected gets out of here that is the only thing I ask. I am asking you because you are immune to this virus, which was created while trying to make a super soldier using factors from you, including your accelerated healing." The computer finished then told her what she was up against, "the virus provides a massive shock to cellular growth and those electrical impulses, and putting it simply it reanimates the body. The subject has only the simplest of motor ability and perhaps a little memory, virtually no intelligence. They are driven by the basest of impulses, the most basic needs, the need to feed. They feed on what mankind has always wanted to prey upon, what they have always sought out to destroy, themselves. I didn't include you because you are not totally human and should take that as a complement. I find that it fits perfectly with human behavior. Stripped of culture, intelligence, reason, they are their true primal selves, the evil that dwells within all of them. You can kill them by causing massive trauma to the brain or severing the top of the spinal column. I'll help you when I can but you will have to destroy as many of these creatures as you can if they are released. I won't allow that to happen, so unless I am shut down you are free to do as you please. And are free to leave." The last sentence was enforced when the door to her room was unlocked and swung open. The girl quickly got up and made her way to the door, moving cautiously out. She didn't want to have to fight something that was already dead. She reached the first floor, then to the train station. She maneuvered around stacked boxes and barrels "The team just arrived. They should be down in a few minutes. You should stick to stealth if you want to remain unnoticed until needed, preventing them from asking too many questions or being hostile towards you." The girl nodded and disappeared into the shadows. She heard the train coming before she seen it. Two commandos imminently dismounted, before the train stopped and scouted the area. The train stopped and the rest of the team dismounted, followed by three civilians. The girl didn't recognize anyone, but noticed one of the civilians was handcuffed, causing her to be wary of him. She studied all of them. The leader seemed to be the dark-skinned man, who had a name tag that said 'One'. There were two female commandos, and one female civilian. The first commando just screamed at her senses, she realized this one was probably the most dangerous after the leader. This commando was shorter than the others, probably 5'5'' or 5'6'' with black hair braided to keep it out of her face and probably of Mexican descent. Her name tag said 'Rain'. The second commando is white female with dark brown hair. She seemed to be the medic. The civilian is a white female with blonde hair, and was wearing a red dress, as opposed to the black tactical gear the commandos were wearing. The civilian with the handcuffs was a young white male in a blue button down shirt. His brown hair was neatly kept, and his blue eyes were very pronounced. The last civilian, a white male, was dressed in a grey t shirt, a leather jacket, and jeans.

The girl listened to the leader explain what was happening to them, where they where and showed them a map of the hive.

"Our position on the map is indicated by heat signatures-" the leader was cut off by the man in handcuffs.

"Wait there's ten of us, but eleven dots on the map." As soon as this guy said that all the commandos stopped what they were doing and looked at One. He looked at the map and quickly put it down. grabbing his gun, the rest of the team fallows him.

"Come out now." He orders into the room. Causing the girl to frown and look for an escape route, they couldn't see her but it would only be a matter of time before they came looking for her. She finds that she is trapped. With nowhere to go she sighs and steps out from behind the boxes. All guns are then trained on her. The leader looks over at Rain and nods. Rain holsters her gun and carefully approaches the girl.

"Let me see your hands." She says trying to sound calm, but it still sounds threatening. The girl holds her hands up, showing she is unarmed, but the commandos keep their guns trained on her. Her outfit, a black tank top, black jean, and black combat boots, wouldn't protect her from their bullets if they opened fire. As Rain got closer, the girl began to move away, every step Rain took towards the girl resulted in the girl taking a step back. Finally Rain had enough, "stay still." She growled out at the girl, who looked about seventeen.

"I think your scaring her." The woman in the red dress told Rain quietly, trying not to startle the girl.

"She hasn't seen me trying to scare her." Rain ground out through clenched teeth. The girl was having fun toying with the commando, who she immediately liked. She smiled a little, the first time since she has been in this place. This seemed to agitate the commando more. "That's it" Rain yelled as she went to tackle the girl, who easily dodged her attempt. Rain picked herself up and tried again, missing again. The small smile turned into a grin as Rain kept trying to catch her and missing as she maneuvered around her.

"Need help rain?" one of the other commandos asked, laughing a little. They had all put away their weapons, and were watching this exchange.

"Do you find this funny?" she asked the girl, who smirked at her in return. She was within five feet of the girl, the closest she has been without trying to catch the girl. She pulls her side arm, leveling it with the girls head, causing the woman in the dress to gasp. "Now stand still." She told the girl smirking back at the glare she was getting. She took one step and the girl lashed out with her foot, connecting with Rains hand. The firearm was knocked from her grasp and slid across the floor, where the girl dove for it. This caused all of the other commandos to aim their guns back at the girl. The girl picked up the gun and held it out in front of her, holding its grip between her thumb and pointer finger, showing she wasn't going to use it. "You have got to be fucking kidding me." Rain said exasperated. She looked at One who shrugged, not knowing what to make of this girl.

"Step back and let me show you how it's done." Another commando, with a name tag that said 'JD', said to Rain as he stepped forward. Rain rolled her eyes and put her hands up. JD took a few steps forward and told the girl, "We just want to frisk you, just so we know you don't have any weapons. And I need that gun back, slowly." The girl dropped the magazine of the gun, ejected the bullet in the chamber then threw the gun with all of her might at JD, hitting the man in the groin. JD drops to his knees while Rain laughs at him.

"Is that how it's done, JD?" the girl suddenly remembers why these people are here, everyone in the Hive is dead. Even if she didn't like them they still deserve better than this. She sighs. After gaining everyone's attention, she spreads her legs and holds her arms out to her sides. Rain quickly gets the idea and frisks the girl. "She's clean." Rain tells the leader. He nods and turns when another commando comes back.

"Sir, we've breached the hive." The men turn and go through the door. JD picks himself up and does the initial sweep before turning on the lights. Two of the men go towards the elevators, trying to pry the doors open, while One turns to look at the girl. He notices her looking out of the 'window' like it's her salvation. The view and sounds of a city being projected on the opposite side of a pane of glass, making it look like its outside. The man in the handcuffs, who introduced himself as matt, spoke up.

"Makes it easier to work underground, thinking there is a view." One turns around when he hears a flare being lit, then dropped down the elevator shaft.

"Looks like we're taking the stairs." One of the commando's commented dryly. One turns to Rain and motions to the girl.

"Watch that one, until we know what happened." He said quietly, so only him and Rain could hear. He didn't know that the girl heard everything like he was talking to her. Rain quickly leads them down the stairs.

"Status?" One ordered

"The red queen has locked onto us, she knows we're here." Kaplan reports back. The girl hears the civilian woman, Alice as someone called her, ask who the red queen was and ignored both the question and the answer which was given by One. They entered into a hallway with flooded glass rooms on both sides, holes in the glass causing brownish water to leak out of them.

"This is going to slow us down. Our route to the queen takes us strait through these labs." Kaplan informs One.

"Rain, JD see how bad the flooding is," both commandos leave to see the degree of flooding. "Kaplan find us an alternate route." One told him. One was about to ask the girl what she remembered, but was interrupted by Spencer, the other civilian.

"What happened here?" One turned to Spencer and explained.
"Five hours ago, red queen went homicidal. Sealed the hive and killed everyone down here. Or so we thought." He turns his attention back to the girl.

"Jesus." Spencer muttered in shock

"When we realized what was happening my team was dispatched to shut her down." One continued.

"Why did she do it?" Alice asked quietly.

"That we don't know. But outside interference is a possibility." One turned to talk to the girl, but Matt slammed into the other side of the hallway with a muttered 'Jesus' when a body floated into view. The body was a female lab worker, face frozen in horror, eyes closed. One turned to locate everyone, and found one missing, the girl was gone.

X-23 as everyone in the hive called her was waiting for a chance to sneak away to fallow the two other soldiers, keeping an eye on them. She fallowed them, sticking to the shadows, and remaining undetected as the soldiers scouted ahead for possible paths. The soldiers worked in silence, occasionally communicating with hand signals, but found the whole level flooded. They quickly worked their way back to the group.

"Sir. No go. Whole levels flooded." Rain reported back, noticing the girl's absence. Matt jumped at the sudden noise, being too focused on the air vent where he thought he saw something.

"Alright we're behind schedule, so let's move it." One commanded, troubled over the girl's sudden disappearance. The team immediate set out, heading in another direction to take them around the flooding. Rain paused briefly to look at the body of the lab worker.

"Poor bastards," she says quietly. She turned around, moving back to the group, and didn't notice the corpse's eyes opening. She also missed X-23 using her metal claws to slice through the glass, embedding a claw into the undead's head. The only evidence being another hole, in the claws wake, and turning the water reddish brown. X-23 quickly fallowed the group, finding them in a room labeled 'Dining Hall B'. The room was filled with capsules, wires running to them covering the floor, fog leaking from some tubing, and the sound of machines working and people talking.

"Dining hall B, that's what it says on the map," Kaplan stated confused.

"Maybe you're reading it wrong." JD comments

"Maybe the corporations keeping a few secrets down here, something you're not supposed to see." Matt supplies.

"JD, you and Rain keep the prisoner here and secure the exit. If the girl shows up restrain her and keep her here." One orders, ignoring Matt's comment.

"Sir, Halon levels are nonexistent in this room. Could be a system malfunction." The medic informs them, after taking a few scans.

"Alright, there may be survivors. Give me a search line, but keep it tight." One orders. Everyone moves, forming a line then walking through the room. Alice stopped, her attention caught by something in the container. X-23 ignored her. She was more focused on Rain. In all her life she couldn't remember anyone she would actually like to be friends with, but friends were bad. A weakness, she was taught never to be weak, so she ignored her growing feelings for the soldier. She realized the team, with the exception of Rain, JD and Matt, continued on. The lights flickered, and then shut off. She realized with a start that the team shut down the red queen. The containers became unstable as the power shut down. The sound of all the doors opening cut through her mind. She suddenly wished they weren't underground and that she wasn't caring about what happened to these people. She watched rain as she used her knife to clean her nails, as JD complained about the team being late. A sound, kind of like a pipe being dropped on concrete, alerted her to another presence, that and the awful smell of death and decay. Rain sheathed her knife and grabbed her gun.

"I'm on it." She tells JD before going towards the sound. X-23 follows her, staying hidden in the shadows. She watches as Rain searches behind all the containers, finally finding the cause of the noise being metal containers being kicked by a woman in a lab coat.

"JD we got a survivor, its OK we're here to help." Rain announces, dropping her weapon and approaching the woman. X-23 quickly did the same, but with a different intention. The woman falls into Rains arms, and Rain supports the woman. Catching the woman's face in her hands Rain tries to figure out what's wrong with the woman. The woman turns, about to sink her teeth into Rains hand, only to be tackled by X-23. The girl is quick to snap the infected woman's neck, and then turns to Rain. Rain has her gun back in her hands, aiming for X-23's chest.

"Don't move." Rain commands. She stepped around the girl then checking the woman for a pulse. JD and Matt came running, only to find Rain checking for a pulse on a woman while pointing her weapon at the girl from before. "JD cuff her, get the others on the radio too." Rain told him quickly. JD did as instructed, receiving little resistance from the girl, and cuffed her. Before he could call the team Kaplan, Alice, and Spencer come around the corner.

"What happened?" Kaplan asked, noticing the dead woman and the girl in handcuffs.

"We found a survivor. She killed said survivor as I was trying to help." Rain said, adding "where is the rest of the team? I need to talk to One." Upon receiving no answer she briefly glances at Kaplan to find him looking at Alice, then Spencer.

"Their dead," Rain jumped at the female voice that she didn't recognize. She turned to the girl and lifted her gun more.

"What'd you say? Care to repeat that." Rain asked in a deadly voice.

"I said their dead." The girl repeated. Rain glanced at Kaplan, noticing the shocked expression he had.

"Is that true Kaplan?" she asked not taking her eyes off of the girl.

"Yes, how did you know that?" it was Alice that answered, and then approached the girl. The girl looked down at Alice's shoes.

"Your shoes," She answered cryptically. Rain had enough. She holstered her weapon and grabbed the girl by her black hair.

"She asked you a question and expects a straight answer." Rain growls at the girl, who doesn't even flinch. The girl looks at Alice's shoes again then nods towards them. Rain glances at the boots, and notices the blood on them. She hears something, causing her to let go of the girl's hair and look around. She notices people coming towards them. The first one she seen was a man, dragging a fire ax with a broken ankle. Kaplan goes to help the man, asking if he is ok.

"Don't get near them." The girl shouts, running at Kaplan and pushing him out of the way, only to become the next target. The man quickly sinks his teeth into the flesh of her shoulder, ripping away a large chunk of flesh. The girl roars in pain, snapping the chain between cuffs, and then snapping the man's neck. She grabs Kaplan and throws him back towards the group.

"Stay back, I'm warning you." Kaplan shouts at the approaching mass. Matt, Spencer, and Alice are all staring at the girl, while the three soldiers aim their weapons at the mob. They open fire once the crowd gets too close for comfort.

"Why aren't they dyeing?" Alice shouts in confusion. The people hit are momentarily stunned but quickly recover only get closer.

"The head, aim for the head!" X-23 shouts as she continues to snap necks of anyone unlucky enough to get near her.

"Watch the tanks, the tanks!" Alice shouts over the gunfire, seeing the containers getting hit by stray bullets.

"Let's go!" JD shouts.

"Hurry up!" Rain commands when they don't move fast enough. JD, Rain, Kaplan, and Spencer all run towards another door, leaving Matt to try and get the key to the handcuffs off the floor. Rain dropped the keys in the confusion and Matt was trying to free his hands. Alice stayed by him, until one of the tanks exploded, sending both flying. X-23 witnessed this and ran to their aid, grabbing Matt and snapping the chain between the cuffs. Then grabbing Alice and running with them to the door.

"JD!" they reach the door just in time to watch JD getting grabbed by seemingly hundreds of hands, and Rain about to jump in to save him. X-23 couldn't stand by and watch the person she was starting to have feelings for get bit, and a death sentence because of it. She ran to Rain, grabbing her by the collar of her shirt and throwing her to Spencer, who catches her. She quickly reaches into the pit of hungry mouths and grabs the soldier, getting bit four or five times in the process, and promptly pulls him out. She can tell he's been bit, but keeps her mouth shut, tossing him over to Rain and fallowing them as the retreat to another room. They end up in the room outside of the queens' chamber. JD looking worse for wear then the others.

"Where are the bodies, where did they go?" Kaplan asked in a panic. X-23 quickly inspected her wounds, finding them starting to close, but not as fast as normal. Alice approached her, looking at the wounds on her wrist and neck.

"We should probably bandage your wounds." Alice said in a caring tone, taking the offered supplies Rain handed her. Rain just finished bandaging JDs' wounds and walked towards the girl.

"You know what's going on down here don't you." It was more of a statement then a question, but it demanded a response none the less.

"Yes, the red queen told me what happened. If you want answers ask her." X-23 told them, trying to avoid Alice, who was trying to bandage the wounds. "I'm fine." Alice finally stops trying to bandage X-23s' wounds and grabs a duffle bag that Kaplan had. She turns and walks towards the queens' chamber.

"What are you doing?" Kaplan asked in confusion.

"I'm going to turn her back on," Alice answers like its obvious. They all followed Alice into the room, JD needing help from Rain to walk. He was deteriorating fast.

"That's not a good idea," Kaplan objected.

"She'll know a way out."

"That homicidal bitch killed my team." Rain argued.

"Kaplan, that circuit breaker you were talking about, can you bypass it?" Alice asked.

"Yeah."

"So do it." Alice ordered

"Why?" Spencer inquired.

"Leverage, if she won't help us, Fry her." Alice told them while reinstalling the AI's component. The red queen projected her image, the image flickered and disappeared. Kaplan proposed that her system could have been damaged by the first EMP charge.

"Ah, there you are, things I gather have gone out of control?" the computer assumed condescendingly, causing Rain to jump forward, trying to grab the switch that would fry the computer.

"Give me that fucking switch right now, I'm gonna fry her ass!" Rain shouted, being held back by Matt and Alice.

"I did warn you, didn't I?" the computer goaded the group.

"Tell us what the hell is going on down here," Rain demanded.

"Research and development," the computer answered quickly.

"What about the T-virus?" Matt asked

"The T-virus was a major medical breakthrough, although it clearly also possessed highly profitable military applications." The computer supplied

"How does that explain those things out there?" Kaplan asked.

"Even in death the human body still remains active. Hair and fingernails continue to grow, new cells are produced and the brain holds a small electrical charge that takes months to dissipate. The T- virus provides a massive jolt to both cellular growth and those trace electrical impulses. Quite simply, it reanimates the body."

"It brings the dead back to life?" Rain simplified irritated. JD began to cough and hack, spitting up some blood.

"Not fully, the subjects have the simplest of motor functions, perhaps a little memory, virtually no intelligence." The computer continued, ignoring JDs obvious deterioration. "They are driven by the basest of impulses, the most basic of needs."

"Which is?" Kaplan inquired, sounding fearful.

"The need to feed," The computer said, overdramatically.

"How do you kill them?" Rain asked bluntly.

"Severing the top of the spinal column or massive trauma to the brain are the most effective methods." They all look at X-23, questions dancing in their eyes.

"Why did you kill everybody down here?" Matt asked, glancing at X-23 then adding, "Well almost everyone."

"The virus escaped into the air conditioning system and an uncontrolled pattern of infection began. The virus is potent, changing from liquid to airborne to blood transmission depending on its environment. It's almost impossible to kill. I couldn't let it escape from the hive. Sooo I took steps, and believe me I tried to kill everyone, even X-23," the computer reveled.

"X-23," Rain snorted, "what kind of name is that?"

"She doesn't have a name. There is no need for such thing, she basically an animal. She is an experiment. She doesn't need a name or rights like a normal human." The computer responds, angering Alice, but making Spencer and the others weary.

"You said you took steps, what steps?" Matt asked, trying to defuse the situation.

"You must understand, once you become infected, I cannot allow you to leave."

"Whoa, whoa! We're not infected," Spencer said quickly.

"Just one bite, one scratch from these creatures is sufficient and then you become one of them," the red queen states. Everyone looks at JD then back to X-23.

"I want to go back to the fact that 'X-23', as you called her, isn't human," Spencer remarks.

"Stop it," Alice reprimands him.

"What? If she isn't human we should be concerned." He says, "Why isn't she human?"

"X-23 was exposed to a replication of the original Weapon X experiment, a project that turns certain people into living weapons. The only genetic sample from Weapon X was damaged, and the scientists were unable to salvage the Y chromosome, so after 22 failed attempts at cloning a male specimen one scientist tried a female for the 23rd attempt. X-23 was exposed to radiation poisoning at age seven, to activate a 'mutant' gene. She is a clone of the most successful experiment, thus not human. She is a living weapon." The computer explained to the group, while X-23 shifted from one foot to the other. She was the center of attention getting different looks from all of them, disgust from Spencer, pity from Alice and Kaplan, curiosity and admiration from Rain, while JD just looked sick. "A check of my systems indicate that my main drive circuit breaker has been disabled, may I ask why?" the computer asked curiously.

"Insurance, we need a way out. If you refuse to help at any time we flip the switch, understand?"


AN: First fanfiction so would love to hear comments and any tips you might have. don't know how long updates will take but hopefully not too long. Still revising some parts