Its towering appendages and crooked joints pierced the sky at bizarre, unnerving angles, casting the overgrown foliage at its feet in long, dire strands of darkness. The face roared out from above the tree line, blocking out the setting sun and casting the world in a cold, blue twilight. It was an enormous, dead-eyed thing. Rotting white flesh and a sinister blood-red streak of a mouth locked eternally in a toothy mirthless grin. The wooden Ferris wheel and the painted, weather-beaten clown adorning its center had maintained the same silent vigil for forty years, and they might continue to do so for forty years more. But for now, they were remnants, mockeries of glory long faded and a past long gone.

Running a hand through her hair, the woman squinted at them before casting her view back to the poster on the train station wall. Welcome to Woodpine: Home of the Famous Fantasyland. There were crowds, parents and children, laughing teenagers. They were locked in time there on the wall, faded ghosts.

The woman cast her gaze away again, gnawing on her lower lip and running her eyes over the luggage piled at her feet. She was slight with a slender sort of athleticism, visible only in the muscle just barely poking out from beneath the tanned skin of her exposed arms. Her hair was brown, shaggy and somewhat unkempt, hastily tied up in a low bun that morning and left to fend for itself.

But Rebecca Chambers had learned not to put too much stake in her looks. A professional sort of mess forced people to look past the lack of height, past the scars littering her hands, and past the dark circles beneath her eyes. It forced them to see her, not her clothing, not her hair, not her femininity. But they would, of course, always whisper. Poor dear. Little girl. Her? She lived through Raccoon City? They let her on the police force? Well what does she do now?

Startled from these thoughts, the woman jumped as the bug scuttled by her foot. The large, elegant insect skittered its way past in a blur of shimmering blue before taking flight and disappearing into the swamp ahead. Rebecca sighed, crossing her arms and allowing the comforting weight of her cellphone to bob against her thigh. Maybe she ought to call them, let them know she had arrived. But of course she had arrived. This was the last stop on the dreary Northeastern line, and she had been the sole passenger left on the train when the conductor called it out. God. She still hated trains.

"Dr. Chambers?"

The voice was tentative, uncertain, and Rebecca looked up as if she had imagined it. But lingering there at the far end of the station, clutching the back of a bench, was a young woman. She stood rigidly, peering out over her freckles through a thick pair of glasses. Auburn hair hung limply down over her shoulders, and despite the intrinsic strength apparent in her limbs, she sunk backward on herself, fingers playing idly against the faded wood.

"Yes. Are you from the university?" Rebecca spoke up, an almost overeager smile playing across her face. When the stranger seemed reluctant to initiate further contact, she took a few steps forward, outstretching a hand to shake. This maneuver seemed to rattle the new arrival into reality, and she hurriedly moved forward to meet her.

"Yes. Yes, I am. Oh gosh, I just…I really can't believe you're here. Rebecca Chambers. Dr. Rebecca Chambers giving our commencement speech. I just…I really admire your work. Your research in virology has…" the young woman trailed off, letting her hand go with an embarrassed simper. "Yes, well…My name is Siobhan Long. I'm a student at Woodpine University. Well, until graduation on Monday, I guess. I'm your escort." She laughed and tucked her hair behind her ear.

"It's nice to meet you, Siobhan," Rebecca smiled weakly. "I was beginning to think no one was going to come."

"Well, our professor's car broke down, so I had to walk here. It's not very far. You can see it right there," Siobhan replied quickly, bringing up a hand to point at a distant cluster of trees. A dull gray roof seemed to poke out between the leaves.

"Oh…well, then maybe we'd better start off before it gets dark, huh?" Rebecca squinted into the fleeting sun once before hurrying over to gather her luggage into her arms.

"I can help with those!"

"It's really no trouble. I can manage," Rebecca replied, ducking down to gather her belongings.

However, before she could object further, Siobhan had moved quickly in beneath her and begun lifting the two parcels into her arms. She cocked her head forward as an indication to follow, and all at once, the pair was making their way down a splintering set of wooden steps off the platform.

"I didn't realize there was an amusement park here," Rebecca remarked casually, casting a final, forlorn glance at the Ferris wheel in the distance. She grimaced as if imitating the clown at its hub.

"Well, it's been closed up since the 1980s or so. There were a few accidents that summer, and people stopped coming," Siobhan explained with an odd sort of glumness. Making a sharp left, she hurried up another set of stone stairs before emerging onto what seemed to be a main street, dotted with faded little shops and heavy with the scent of seawater. "People used to think the swamp had healing properties. It used to be a real big tourist town, you know? But...I guess it all sort of tapered off. It's really just the university and research lab now."

"Ah, I see," Rebecca mused softly, casting her eyes around. No one's out on a Saturday evening. "Are we near the beach?"

"It's just a short walk in that direction. I can show you later if you like. It's nice, you know. Quiet. There's this great lighthouse," Siobhan smiled over her shoulder. By now, some of the nervousness seemed to have disappeared from her limbs, and her gait, while stilted, had gained a new degree of sincerity.

"Well, maybe," Rebecca smiled, pushing a stray strand of hair out of her face. Looking to the right, she caught her reflection in the murky window of a drug store. God, the years had made her slight, had lent an arch to her shoulders and a heaviness to her walk that defied the youth she remembered once possessing. Still, the woman could focus on herself for only a few seconds. There were posters, people of all ages, men, women, and children—missing.

Rebecca cast an uncertain glance at her partner, but Siobhan was moving easily ahead, suitcases still tucked firmly in her deceptively strong grasp. Rebecca gnawed at her lower lip a moment, ducking in a bit to examine the smiling photo of a young man. He was slight, flaxen haired, last seen about a month earlier in what the woman assumed was a neighboring town. At the very least, she thought she recalled passing through it on the three-hour train ride.

Her thoughts were silenced abruptly as another large, blue insect hurried across the glass, pausing in her field of view and letting out a low, whirring buzz. Rebecca let out a gasp and stumbled back.

"Ah!" she stammered, cheeks glowing red with embarrassment. Pull yourself together, Chambers. Stopping in place, Siobhan turned to glance over her shoulder, offering a smile that seemed almost apologetic before jogging up beside her charge. She sunk her head in to examine the winged intruder before it tried to fly away.

"Oh, don't worry. That's the blue cicada. Tibicen Lazulinus. They're native only to this region, you know. I've done all my research on them," the young student explained, watching as the thing finally took flight and disappeared into the air. She watched after it with an almost nostalgic smirk. "Their blue coloring is a genetic abnormality."

"Is that so?" Rebecca asked, quirking her brow.

"That and their large size. They molt much more often than most species; they're constantly growing. Thankfully, their life spans run out before they get much bigger than the average cockroach," Siobhan offered with a small nod. Letting out a breath, she shifted her weight from one foot to the other as if the luggage were suddenly becoming too heavy for her. "I haven't been able to pinpoint it yet, but…I have a hypothesis that their genetic mutations are viral in origin. Something new, you know? Like that one they found in flatworms a while ago. That's why your work has been such an inspiration."

"Well, thanks again, Siobhan. That really does mean a lot. Are you sure I can't take one of those? It's really no trouble. I did pass basic training back in the day," Rebecca grimaced, but before giving the other woman a chance to refuse, she snagged one of the suitcases out of her arms and held it behind her back. Siobhan simpered, readjusting herself and regaining a more natural, less encumbered stance.

"Well, you're the guest. Whatever you say. The university's only a few more blocks in that direction, I promise," she chirped, cocking her head onward and starting back down the sidewalk. Rebecca kept a steady pace at her heels, taking in her surroundings as she went.

Woodpine was a rotting little town, isolated and bearing a heavy, lingering dampness that settled over the buildings and made the wood warp toward the ground. The businesses were old, quaint, mom and pop stores that may have served the community for the better part of the last century.

A ramshackle little dry cleaner with outdated blouses, long ago sun-bleached, hanging in the window. A grocery store with bins of fruit touched only by flies. An old man in an apron stepped through the automatic doors and ran a forearm over his brow before setting about dragging a basket of bananas inside. Across the street was a diner with dull florescent lights surrounding a sign just beginning to blink to life as the sun crawled the rest of the way over the horizon's tip.

"Is it always so quiet around here? Not that I'm a city slicker or anything," Rebecca asked with a short laugh, looking to her left and right before following Siobhan across a mostly dead street. A grimy blue pickup truck chugged by after they had gone, the driver, a burly young man in a cap, casting them a glance as he went.

"Well, it's not the most exciting town, no. I hear it used to be, but I don't know. I'm from New Jersey myself. I came for the cicadas," the young student explained with a shrug. "That's not true, per say. But the university has one of the largest entomology labs in the United States."

"Yes, I remember reading about that. How did you get into insects?"

"Oh, when I was growing up…we had a bee problem. Every year, my mother would knock down the hive, and sure enough, every year, they'd build it right back up. I got stung a lot trying to get a proper look. In any case, all of this is really Professor Shaw's doing. He's the head of biology, and he's the one that arranged for you to come."

"We spoke on the phone."

"He was supposed to come pick you up, but the car, you know? He really revitalized the research program here. I just wish that it had revitalized the town too. There's not much to do but lock yourself in the lab all hours. And drink."

She added the last few words with a laugh, extending a hand to decrepit-looking liquor store being managed by a heavyset woman in a floral dress.

"It's all locals," Siobhan continued. "I think most people must have lived here for decades. Everyone knows everything about everyone else."

"I can imagine that," Rebecca laughed. A sudden wind rustled her hair and clothing, and while it served to lift some of the stagnancy from the air, it also sent a chill rolling through her, a dire, frigid feeling that dug its claws into her spine and climbed the rest of the way up her back to her neck.

Stepping off the curb and into another crosswalk, Rebecca abruptly stopped herself and began to stare. The sign rose out of the ground like a phantom and scratched at the trees above, swaying in the breeze and letting out a hollow, joyless creak.

The letters scrawled across it blazed an unpleasant red, and the gold which surrounded them had long ago chipped away. Fantasyland. Rebecca narrowed her eyes, lingering a moment to take in the same faded husk of a Ferris wheel, the dusty canvas coverings of old "test your skill" games, the plywood towers of a sealed haunted house attraction. A lost world, once full of life, now just a macabre imitation of what one had been. Her thoughts flickered in that moment to the imposing iron gates of the Raccoon Zoo.

She had only seen it passingly that night, on her way out the city. But the contrast had been enough. But then there was a noise, a low, painful sound interrupting her grim nostalgia. A shout, followed by the thud of what may have been sneakers on dirt.

"Dr. Chambers. This way," Siobhan spoke up once she realized that her partner was lagging behind. However, Rebecca brought up a hand as a signal for silence. Knitting her brow, she placed her suitcase on the ground before taking a few steps down the overgrown path to the sealed metal gate. Chains hung rusty and loose from the bars, centralizing there in a silver padlock.

Rebecca pressed herself up against them, trying to get a better look inside. However, nothing but heavy quiet hung in the air, and despite her efforts to crane her neck, the fence prevented a proper view of the park's interior.

"Did you hear that?" she whispered, voice echoing dryly in the back of her throat. "I thought I heard someone."

"I didn't hear anything," Siobhan replied, looking around as if to see if anyone were watching. Seeing no one, she jogged up to the fence, Rebecca's suitcase tucked snugly beneath her arm. "It could be the wind. Or…there's frogs this time of year."

"It wasn't a frog. It was…" Rebecca murmured, voice fading when another pained, undeniably human whimper skirted by on the wind, echoing from somewhere nearby. "There! I know I heard it this time! Hello! Is someone there?"

There was a response, low, barely audible, a phantom of the breeze. But it was there. A scream, low, throaty, and terrified, hidden in the bowels of that abandoned, macabre theme park.

"I…I didn't hear anything. Really, Dr. Chambers. We can call the police or something if you really think…," Siobhan replied hurriedly, but Rebecca had already begun tugging on the gate. The lock rattled defiantly, but it would not budge.

"Shit," the older woman mumbled, stepping back and running her hands through her hair. "There's someone in there."

"I think we should call someone."

"Alright. You go do that then," Rebecca replied with a sharp nod. "If they're hurt, I know first-aid." Understatement of the century, Chambers.

"Well, yes, but…"

"Siobhan, just do what I say, okay? Call someone. I'm just going to try to find a way inside. It'll be alright."

"I…No. No, I'll come too. I don't want to let you go off alone. If we find something, I have my cellphone. We can call the police," Siobhan replied sharply, biting on her lip. Looking to Rebecca for approval, she gently placed the suitcase on the ground.

The older woman nodded once before beginning to move around the surrounding fence, searching for any spaces in the bars through which she might weasel her way. Her efforts were rewarding only a few moments later when she came upon a rusted piece of metal sticking out among the others. Taking it into her hands, the woman grunted, twisting it in her grasp until she could pry loose in her palms with minimal effort. You still got it, Chambers.

"This way," she whispered, stepping through the newly made crevice. Her sneakers kicked up dirt as she went. And looking around, she listened intently, searching for a clue, anything to indicate someone was indeed nearby. "Hello! Is there someone in here? Do you need help?"

"I don't hear anything," Siobhan repeated softly, coming up behind her and brushing dust from the front of her shorts. She hugged herself close as she weaved through the crumbling stalls, tattered, weather-beaten stuffed animals dangling from threadbare ropes overhead.

"Hello!" Rebecca shouted again, ignoring her as she took off jogging, poking her head around what seemed to be the crumbling cement corpse of a restroom building. The air reeked of forgotten sewage, pungent and stagnant, like garbage left outside to fester.

Siobhan brought a hand up to wrap in her shirt, bunching the fabric and using it to hide her nose. A gag lingered in the back of her throat, but she braced herself and firmly decided she would not allow it to escape. A shiver rolled through her, hair prickling on her freckled skin.

"Maybe I was hearing things," Rebecca mumbled dumbly, taking a few steps back. She glanced around and slumped. "Come on. Let's get out of here. I'm really sorry about this. I thought I really…"

Before she could continue, however, the whimpering returned, a cold, animalistic noise echoing from nearby. It was louder, fuller, and it seemed to bounce, reverberating off unseen walls. Siobhan's eyes widened, ruddy cheeks gaining a new pallid shade of white as she brought up an outstretched hand, extending a quivering finger to point blankly ahead. The men's room.

Rebecca nodded, bringing up a palm as if to tell the young woman to stay in place. However, Siobhan insisted on lingering close by as her companion positioned herself in the bathroom doorway.

Rebecca blinked in the sudden, moldy darkness, eyes skating over broken tiles and grotesque, overflowing urinals. Homeless people must have made their home there at some time. Cardboard and food wrappings lingered on the floor in addition to scattered trash and human or animal feces. The smell was overpowering, vomit-inducing. Rebecca found a lump rising from her stomach, but she quickly quelled it, straightening her shoulders and insisting on composure.

"Hello?" Rebecca called, voice echoing dully off the cavernous space. "Do you need help? Is someone in here?"

Her eyes adjusted in the stray beams filtering in from the open doorway, but even as she caught the movement out the corner of her eye, the sound startled her. It was a clank, violent and metallic, the stall door flying open as a humanoid figure stumbled out.

"Ah!" Siobhan yelped, clutching onto Rebecca's shoulders, from which she was promptly shaken as the older woman took a step forward.

"Oh my God. Are you okay? Sir?" Rebecca whispered. The figure seemed to struggle to its feet, writhing there on the gritty tile floor. It was a man, young and thin. Wispy blond hair clung to his head, and in that moment, Rebecca seemed to recognize him. Her mouth fell open. "The missing poster…"

The man cocked his head up, sudden and jerky, moving as if he could not control his appendages. His face was sunken, and his eyes were hollow, staring past the two women there and into some vague, distant ether. All at once a horrible, animalistic noise erupted from his mouth before fading into a barely audible grunt. He stared, mouth a black hole. And then he fell, flopping to the ground with a dull thud as blood began to pool, dark and shimmering, around his motionless head.

"Siobhan….Siobhan, call the police," Rebecca breathed, stumbling backward and flashing her companion a look. However, the other woman stood frozen in the doorway. Her breathing was shallow, heavy and deep in her ribcage, and as the seconds crept by, it only grew more frantic, culminating in a long, terrified scream that reverberated deafeningly off the room's confines.

Rebecca turned back just in time to see what was to blame. The man's shirt was becoming a sickly shade of black, liquid seemingly pouring out from an unseen fissure in his back. It began to soak the floor with blood and pus. His frame trembled violently, and another inhuman moan echoed from his mouth. That was when the lump appeared. It vanished again after only a second. But then it was back with greater gusto. Rebecca gasped, voice dry. Something was pressing up on his shirt from beneath.

"Siobhan…Go. Get back," the woman cried sharply and with hurried breaths, pressing the young student back toward the doorway with all her strength. However, she got no farther than the threshold. There was a cry.

A bladed appendage sprung through the fallen man's shirt and tore the fabric in two as the room filled with a dreadful buzzing noise, echoing off the ceiling. It gave the impression of numbers, of more noises than there actually were, a frightful, terrifying illusion.

And then the hidden beast clawed its way out the man's carcass, leaving the human form nothing but an empty, fallen husk. In a flurry of gore and noise, it dug its claws into the tile, tearing them up as it birthed itself from the stranger's back, now nothing more than a mess of bones and entrails.

Rebecca could only see it in parts. Tiny gleaming eyes. Long insect- like legs. Pincers. Stubs on its back, a mockery of what may have been wings. It flopped forward, skittering onto four clawed legs. And with a high-pitched, guttural shriek, it scuttled forward in a shapeless blur of deep, bloodied blue.