Disclaimer- Don't own Resident Evil.

x0x0x0x0x0x0x0x0

"Rebecca!"

His yell was heard through a muffled world of pain. The substance drowned her in a haze of greenish-white as it completely engulfed her senses, burning as it went into her eyes and mouth, leaving her gasping and falling forward onto the dirt covered ground. She heard the faraway sound of Billy's shotgun and the screeches of the inhumanly large spider as it finally fell to the floor and it's legs curled in on itself.

She could hear more spiders approaching and Billy's hurried footsteps toward her. Her insides felt like they were ablaze as his strong arms scooped her up without any effort, his dog tags jingling gently in her ear which was pressed against his chest. She could hear his heart thumping wildly(or was that hers?) and his breaths were labored.

The muscles supporting her shifted as he wrenched a metal door open and slammed it shut behind them. He sat her down quickly and worked the rusted lock into place as the spiders legs scratched frantically at it. He held his shotgun at the ready, though his eyes kept darting down to her as her body began wracking in agonizing spasms of pain.

'Oh, God, just let me die, this pain is unbearable!'

She heard the banging on the door stop and a loud clatter as Billy discarded his shotgun in haste, and a moment later his hands were on her face, forcing her shaking body toward him.

"Rebecca! You can't do this, okay? Just stay with me!" he told her with a slightly cracking voice; she hadn't seen him in such a distressed state since she'd met him. He had completely lost his cool attitude from before.

She couldn't even find the strength to nod; all she felt like doing was falling asleep so the pain would stop. Billy kept one of his arms underneath her head, supporting her, and the other was tearing her pack away from her waist and fumbling through it, struggling to bring out her kit.

"I'm tired, Billy..." she told him through shaking lips as she struggled to keep her eyes open. The spit that was still coating her had now been joined by a sheen of sweat. He looked appalled at her information as he pulled some crushed blue items from her kit and began mixing them with something else.

"No, you need to stay with me, Rebecca."

"I can't..."

Everything in her body was numb now, and her unfeeling lips barely registered as he pressed something against them and liquid poured into her throat. She did her best to swallow most of it, but she was sure alot of it just went down her chin.

Her green eyes caught one last look of Billy's worried face, then everything went black.

x0x0x0x0x0x0x

He was leaning against the dirty wall, her body pulled against his so that her head rested on his shoulder. Scattered around him were the remains of her kit, along with a few discarded wipes where he had attempted to remove the rest of the venom off her face. In hindsight that was probably the first thing he should have done, but he was no medic and he had been in a panicked hurry.

He had cut it close as it was.

No way was she dying down here while he was still alive.

For the first time he let his eyes scan the dark and dirty room around them. Actually, that was the first thing he should have done: scanned the area for enemies. A creature could have very easily overtaken them while he was busy having his momentary loss of cool in the floor.

Now he looked around and saw a mostly innocent room...except for the body laying crumpled against the wall on the opposite side of the room. Face tightening, he pulled his shotgun closer to hand and watched it for awhile, imagining that he saw it twitch or move. It remained stationary.

Rebecca heaved a particularly large breath, and he looked down to see her chest rising and falling gently. He hoped that meant he had gotten the antidote in her fast enough, and that he had mixed the right things together.

This godforsaken place was truly hell on earth. Giant spiders, dead men walking, lizard things with foot long claws....If he ever made it out he was going to require therapy.

Minutes ticked by and he grew restless in the eerily quiet room with it's musty smell and peeling wallpaper. He held Rebecca away from him and maneuvered himself away from her before resting her gently against the wall instead. He picked up his shotgun and turned around, observing the room more closely now that he was standing.

A table, a fireplace, some old chairs....nothing unusual. He saw some plants sitting in the corner, the ones they had discovered could create quite the cure when combined with other medicine. One of them was blue, the same blue of the crushed powder he had fed Rebecca moments before. He thought maybe he should grab it, but he knew nothing about this medicine crap, and what was the point if she...

'No, she's fine, she's breathing. Grab the damn plant.'

He took a deep breath and turned to the slumped corpse instead. Flesh was missing near it's mouth and eyes. He wondered who this poor bastard had been and almost felt pity for him...until he remembered that he had probably been one of the sick fucks who had helped start all this mess.

Billy looked at it a little longer, his jaw set, and after a moment he pumped the shotgun and pulled the trigger, watching with a sort of grim satisfaction as it's skull was blown to pieces and the useless body fell sideways against the wall, bringing a trail of blood with it. Better to take care of it before it decided to get up.

He was just reaching for that strange blue plant when he heard something shift behind him, and he whirled around, gun raised.

"Billy?..."

The voice was low and tired, and upon peering around the dirty old table, he saw that Rebecca was slowly coming too, rubbing at her eyes in an attempt to get them opened properly. Breathing a sigh of relief, a smile tugged at the corner of his lips as he let the barrel of the shotgun point to the dusty floor.

"Sorry, did I wake you?" he casually asked in an attempt to mask the intense worry that had been pooling in his gut since he'd seen her being spit on by those giant tarantulas. In truth, seeing her alive and mostly well had made his legs feel a little like jelly.

'God, that was a close one...'

"Unfortunately. I think I'd rather still be asleep..." she voiced in that same tired tone as he crouched in front of her. She had dark circles under her eyes and some dirt coating her face, and he felt so sorry that she had been dragged into this shit...that either of them had been dragged into this shit.

"You and me both. But unfortunately we aren't in a great place to be sleeping...can you walk?" he asked her.

"Probably..." she said, looking around at the scattered medkit supplies and her discarded pack. She looked up at his face and he saw something flicker in her eyes. "Looks like you've saved my butt again...thanks."

He waved it off and moved forward, putting one arm around her back and slipping the other beneath her legs. He picked her up and then set her gently on the floor, not letting go of her back until he was positive she wasn't going to fall over. She started to move toward the pack supplies, but he grabbed her arm and gave her a serious look.

"I'll get it."

He picked things up and simply shoved them into the small pack, leaving the wipes where he had thrown them; he doubted zombies cared much about good housekeeping. He zipped it up and handed it to her and watched as she fastened it back onto her waist. She frowned as she patted the area where she usually kept her pistol.

"I think I dropped it when the spider spit that stuff on me..." she shrugged helplessly.

"I'll get that, too." he told her, bringing up his shotgun and reaching out to force the rusted lock open. She looked like she was about to argue, but he interrupted. "You wait here." He hesitated with his fingers wrapped tightly around the door handle. "And there's one of those blue plants over there...you know, just in case. Not that I'll need it."

She gave him a strained smile that was laced with worry.

"No, of course not."

Billy opened the metal door and peered through the crack, the barrel of his shotgun poking out first. He couldn't hear any scuttling spiders, and a little way down the hall he could just see the metal of her pistol in the darkness.

"Be careful, Billy."

A smile tugged at the corner of his lips again, and he gave a single nod before disappearing into the hall of hell.

x0x0x0x0x0x0x0x

Blegh. I dunno if I got their personalities right...oh vell. Please RxR.