Disclaimer: I do not own any of the RE characters or anyone else aside from Elizabeth. This takes place after the movie, and assumes the 'zombie population' has somewhat gotten out of hand since then. It also would take place after RE: CV, so there are some inaccuracies in the timeline.

Oak Town, OH 11:34 PM 12/04/01

Jill, Rebecca, Chris, Claire, and Leon had responded to the rumors of Umbrella's zombies in Oak Town, and they had been afraid they would reach there too late to be of any help. They were right, the town was devastated, but they also found that all of the Zombies had been cleared out.

"We better search for clues." Chris decided, looking at Leon and the three women. "Spread out and look for any evidence of who did this, but be careful, we can't guarantee they are all dead."

As they did so Rebecca looked over at Jill. "I thought Chris would have been happy to have people helping us." She pointed out.

Jill shook her head. "He would. We all would, but we have to make sure they are on our side. Just because we are both fighting Umbrella doesn't mean they are willing to coexist with us." She replied.

Jill then separated from the others and started looking around. Most of the battle had obviously taken place outside, indicating that the mystery people had shown up not long after the Zombies had been getting ready to move on.

She shook her head. It had seemed as if ever since she had eliminated Nemesis back at Raccoon City these things had gotten smarter. Of course she had discussed it thoroughly with her team and the conclusion had been drawn as impossible. These things had only one instinct: the need to feed. And she suspected a basic instinct for destruction, but one didn't need intelligence for that.

A piece of paper caught her eye and Jill leaned down, steeling herself for a journal entry regarding the invasion and destruction of this town. Instead she found something that shocked her. "Chris! Guys! Come here!" she called out.

Within moments the four other team members were over with guns raised, but found no adversary. Claire stared at Jill for a moment as if she had gone crazy. "What? What's going on?" She asked.

Jill held up the paper. "I found this." She explained.

Leon's face showed the same confusion that Claire's had. "So?"

"Listen." Jill instructed, then cleared her throat and began:

"My name is Rain Ocampo. I'm one of the two survivors to the mission of Shutting Down the Hive. We didn't know what we were getting into. Alice, the other survivor, doesn't remember much about who she is. They continue to block her memory so they could keep her fighting. Me? They have me on drugs."

"Sounds like more Umbrella victims." Claire said.

"Who are they?" Rebecca asked.

Jill looked up at them. "My guess is they are U.B.C.S., like Carlos was. Umbrella must be trying to minimize the mess the public finds." She answered.

"Anyone ever heard of Rain or Alice?" Leon asked. When no one answered Jill continued:

"The T Virus infected me. There is an anti-virus but it's like being addicted to drugs. I have to have the damn stuff every six hours. That's how they keep me 'in line', fighting and keeping their secret."

"I knew there had to be some kind of cure." Rebecca commented.

Chris looked over at her. "Yeah, as some kind of drug." He added.

"Drugs and anti viruses are two complete different things." Rebecca countered. "Unless of course it's a temporary cure, like most of the stuff they have on cancer."

"Being turned into a zombie is one hell of a cancer." Claire said.

Chris looked at Jill. "Go on." He instructed. Jill continued to read:

"You may wonder what I mean by fighting. I mean the damn zombies of the Nemesis Project are loose. I don't know what keeps the bastards in line, but it ain't us. They stay in Raccoon City for the most part. We try to eliminate them but it only works like five percent of the time. The other ninety-five? They fuckin walk away."

"I thought Raccoon City was nuked." Rebecca said as she looked up from one of her friends to the other.

"I thought so too." Chris replied. "But Zombies don't need much, so maybe they hang out there or something."

"Or," Claire added. "They may have rebuilt Raccoon. Umbrella, I mean, not the zombies."

"They must be doing something wrong if they have that type of kill ratio." Jill said as she looked at her friends. "I know they are hard SOB's to kill, but not that hard. But I wonder what they mean by keeping them in line, because we aren't doing it either. We're lucky to stay one step of Umbrella sometimes."

Jill then looked back to the letter and went on:

"I'd turn them in to somebody that could do something except for two reasons. One, I'm not sure anybody could truly deal with them and two, keeping this secret is the only way to keep Alice and I alive. If I could find a way around the latter, I'd betray the bastards and find the former."

"If I could look at this cure, we could know if it was permanent or not." Rebecca commented, more to herself than the others.

"Yeah, let's just go over there and ask them real nicely if we can look at it." Leon said sarcastically.

"That was my plan, what was yours?" Rebecca countered sweetly.

"The thing is," Chris interrupted. "Who could possibly be able to do anything about Umbrella and their creations?"

"Good question." Jill admitted and then went back to the letter:

"I think his name is Max.he's the head of Nemesis. Smart bastard. According to the Red Queen, the watcher of the base, they shouldn't be smart. Just the basic instinct: The need to feed. That means Max (Nemesis now, he was scratched by.hell, who knows) gave them true intelligence. Agent 3 (Umbrella's new name for Alice) suspects there is something else involved, but she doesn't know what."

"At least this Rain confirmed they are part of Umbrella, albeit unwillingly." Claire said.

"Didn't you kill Nemesis?" Rebecca asked Jill.

She nodded. "Yes, or at least I thought I did." She said.

"Maybe they have more than one." Leon suggested.

Jill shuddered at the thought. Then she continued reading:

"I write this now, but I don't expect anyone to find this until I'm dead. Or one of those zombies. This is to let any future fighters know what I know. Help them fight."

"Where did you find it?" Chris asked her.

"Right where I'm standing. It doesn't look like it came from a dead body, more like it fell out of a pocket or something." Jill replied.

"Is that it?" Claire asked, looking at the papers Jill held.

"No, there is more." Jill said, then continued on:

"I didn't plan on it, but this is critical. I found new information (had to learn to hack a computer, it's damn difficult) that explains some things, but leaves more questions. From what I found, Nemesis spread intelligence, but the thing that gave Nemesis its intelligence is referred to as a Hellmouth."

"A Hellmouth?" Claire echoed. "What is that?"

"Never heard of it." Chris told her.

"Sounds like there is more than one Nemesis then." Leon commented.

"But why haven't they sent it after us?" Jill asked.

"If there is a second Nemesis that gained intelligence, it may have acted as a virus itself, spreading it to other near by zombies. And into whatever new zombies they make." Rebecca speculated.

"So Umbrella's own weapon turned against it with help from this.Hellmouth." Claire added. "And hence, the people like this Rain and Alice."

Jill looked up at them. "The letter just said the same thing." She then continued:

"Don't know what it means. Classified info says they left Raccoon City and was drawn to this Hellmouth (somewhere in California, but I don't know where) and they found a challenge. They call it a slayer (or maybe the slayer, I'm not sure) and some other people. It says there were no casualties at the Hellmouth's location."

"No casualties?" Rebecca repeated, shocked. "How could they have gone anywhere without causing damage and death?"

"Good question." Chris conceded. "And what about this slayer and co., what is that?

"California, huh?" Leon echoed. "Bet it's Los Angeles."

Rebecca smiled a little. "Sure, except how could they go through an area as heavily populated as that and not cause any trouble?" she wondered.

Jill went on with the letter:

"Shit, Alice and I had a team in an isolated area and only she and I made it out alive. Scratch that, I should be dead. Then they go to this Hellmouth with lots of people and there are NO casualties. I'm wondering what this slayer and co. have that we don't."

"I think we just asked that question." Jill said, smiling a little. Then she went on:

"Also, there's a girl (daughter of a scientist involved in Nemesis) who has all the information about the project and is doing what I can't. Finding real help. This slayer, I think. Damn, I have the former (real help) but not the latter (a real cure and protection for Alice and I). I wish this girl good luck, but I think it's in vain. Some zombies have been put 'under control' (I don't believe that shit) and are tracking her. Since these things don't seem to actually need to eat (I think) and don't need sleep, they have the edge. I don't even think the girl knows that this slayer (and the Hellmouth) are in California. Damn, Umbrella will win again."

"And that's that." Jill said, putting the letter in her pocket and standing up.

"A daughter from a Nemesis project scientist with information. We have to find her." Claire pointed out.

"I'll place a call into Barry when we leave." Chris said.

"Which might as well be now, we aren't going to find a thing here." Jill said as she walked over to them.

"We should get back to Barry, let him know what we found." Chris said as he looked at all of them. "He should be interested in what we found. Maybe we can find this girl that ran from her parents and the Nemesis Project."

"And find this slayer." Rebecca added.

"I'd like to know what they have that we don't." Leon admitted.



Sunnydale, CA 12:02 AM 11/21/01

"They're coming!" Xander Harris called out as he and the visionary Elizabeth Thompson came running from the corner of the forest. "And one of those big uglys are behind us!"

The watcher Rupert Giles handed the slayer Buffy Summers the rocket launcher they had stolen from the armory again and she aimed it, yelling, "Xander! Elizabeth! Get out of the way!"

Xander dodged to the right while Elizabeth dodged to the left, and the Licker came tearing around the corner, saliva dripping from its mouth, the Licker knelt down and prepared to pounce on Elizabeth, who was getting to her knees.

Buffy fired the rocket launcher, and it sped right toward the crouching Licker. It saw the blast coming but was unable to move away from it in time. The rocket blew the Licker's head right off, and it hit the pavement with a wet slap.

Elizabeth made her way to Buffy with Xander behind her. "That is the only Licker. The others are zombies." She told the slayer.

"And some big ugly hanging way behind. Kinda scarred. Lot's of tentacles." Xander added.

"Nemesis." Said the guy behind her, wearing a black leather duster. He turned to Buffy and looked directly at her with his intense brown eyes. "He seems to be the closest thing they have to a leader."

Buffy nodded. "Thanks for the info, Angel." She said, glad that Giles had suggested that she ask her vampire ex-boyfriend here to help them against the rumored zombie attack that Spike had stumbled upon.

"Okay," Willow Rosenburg said, with her girl friend Tara Mac Clay standing right beside her. "These packet should protect us from their bites, so that way we don't become infected."

Giles, Buffy, Anya, Xander, Buffy's little sister Dawn Summers, and Elizabeth received one a packet, which they put in their pockets. Willow and Tara did the same thing.

"What about Spike and Angel?" Anya asked,

The bleach blonde haired vampire Spike looked over at her. "We're undead. Even if these things bite us, we're not going to get infected. And biting us will be a lot harder than they think." He told her.

"Well, here they come!" Dawn pointed out.

Buffy picked up her sword, and Elizabeth picked up her sword as well. Willow, Anya, Xander, Dawn, Giles, and Tara took up the crossbow.

Angel stepped beside Buffy. "Ready?" he asked. "Always." She responded, smiling at her vampire ex-boyfriend.

At that moment a few dozen zombies stumbled from around the hill.

"Now!" Giles called out, and the six of them fired their crossbow bolts. Giles struck his in the head, and it fell over dead. Dawn hit hers in the heart, but it didn't seem to stop them. Willow hit hers in the leg. Tara's landed just short. Xander hit his in the neck, but that also seemed to do little good. Anya hit another in the stomach, but it seemed unaffected.

"Headshots seem to be the most effective." Giles noted, then looked at Buffy. "You're up until we reload. I'll yell just before we're ready."

"Got it." Buffy said.

Spike smiled. "Our turn."

Both Angel and Spike changed now, their eyes glowing feral yellow, their faces becoming twisted and distorted, the visage of a vampire. Then the two vampires and the two slayers charged forward.

Buffy used her sword to decapitate the one that Dawn had hit in the heart.

Elizabeth used her sword to decapitate the zombie that Willow had hit in the leg.

Angel snapped the neck of the zombie Xander had hit in the neck, and then turned to do the same to the one Anya had gotten in the stomach.

Spike just went in randomly and began snapping the necks of the zombies around him. He was clearly enjoying the slaughter, even if he had to settle for zombies.

"We're ready!" Dawn called out to her sister and her friends.

Buffy and Elizabeth rolled back, falling behind some trees. A zombie tried to follow, but Liz stuck her sword in its stomach, allowing Buffy to decapitate it.

Angel did the same, falling behind tress. Spike joined them a little later.

"Remember, aim for the head." Giles told the five teens and then they released their bolts.

Once again, Giles got in his headshot, as did Xander. Dawn got her bolt at the side of the head, enough to cause a wound but not enough to kill. Tara's got her zombie in the head, but not deep enough. Fortunately, Willow's bolt hit Tara's and drove it into the zombie's skull, killing it.

"Move out!" Buffy called out, and the four fighters moved in, Buffy once again decapitating the one Dawn had aimed for. Angel and Spike began to snap their necks again, and Elizabeth joined her slayer friend in decapitating them.

"I don't get why they aren't going into town. They're zombies, so they do the eating thing, right?" Willow questioned as she took another bolt from the bag they had brought.

"These zombies aren't natural." Anya provided helpfully.

"Unnatural zombies, as opposed to natural zombies." Xander said.

Any rolled her eyes. "I mean these things weren't resurrected by a witch or a monster. These were human made." She elaborated.

"Humans can sometimes be the worst monsters." Tara pointed out.

"They seem to take their orders from that big thing Angel mentioned, that.Nemesis. Maybe if we take it out..?" Dawn started to suggest.

Giles nodded. "Agreed." Then raised his voice. "Buffy, try to take out Nemesis. Maybe if we take that thing out the rest of the zombies will fall."

Buffy had no way to tell her watcher she got it, so she just started cutting her way through as many zombies as she could.

One of the zombies grabbed at her arm, another her leg, loosening the repellent Willow had created, and Buffy was worried that it would fall out. Then nothing would stop the zombies from killing her.

A hand reached out and snapped the neck of the zombie that had Buffy's arm, proceeding a moment later to do the same with the one who had her leg. It was Angel. "You can't make it through alone, or fight Nemesis alone. I'll go with you." He said.

Buffy nodded, glad to have him along for the ride. "Let's do it." She replied.

"Ready." She heard her watcher call out, but knew for as deep as she and Angel were getting into these things to get to Nemesis, the arrows wouldn't strike them.

Buffy could see Nemesis standing there, and she found it odd, knowing the information Angel found said that it should be going to meet the slayer and the vampire with a soul halfway.

"What is it doing?" Buffy asked him.

Angel shook his head. "I don't know. It seems to be waiting for us when it should be attacking us." He confirmed.

"Great." Buffy acknowledged, rolling her eyes as she decapitated another zombie.

It took another few minutes, but Buffy and Angel managed to get their way through the zombies, and she had to acknowledge if it weren't for Angel, the slayer would have been killed already.

"I'm glad you very durable. These things didn't touch you. Or me again." Buffy told Angel.

"Me too." Angel told her. "But Nemesis isn't some brainless zombie."

To Elizabeth's horror, she saw one of the zombies block Spike arms, and only a quick knee to the gut allowed Spike to snap its neck like he had several others.

Dawn gasped in shock. Her arrow had it one of the zombies with a flesh wound to the head, and she planned to finish it off with the next bolt, but it began to pull the bolt out of its head. "Is that possible?" she asked Giles.

Giles turned to see it as well. "I don't think that should be possible. They have no preservation instincts. Nothing telling him something shoving that bolt deeper into its brain will kill it." He told her.

"Well, looks like something did." Xander commented.

Buffy charged toward Nemesis, and it swiped a tentacle at her. She chopped it off with her sword and kicked Nemesis in the guts. It recoiled, grabbing her by the neck in its large hands, lifting Buffy up.

It didn't notice Angel come in with a low kick, causing it to flail and release Buffy. The slayer landed a little quicker than she wanted, but recovered nonetheless.

Now Nemesis swung two tentacles at Angel. The enraged vampire caught both of the tentacles and literally tore them off. Then he swung his fist right at Nemesis' face, causing a hard crack.

"Dear god." Giles whispered.

"What?" Willow asked him.

"These things may not be supernatural, but they are monsters. Perhaps the proximity to the Hellmouth must be effecting them." He explained.

"As in giving these things intelligence?" Dawn questioned.

"So it appears." Giles confirmed.

Despite the fact the zombies were getting better at blocking her swings, Elizabeth still managed to get in her cuts, decapitating the zombies. She also noticed Spike had to block a few punches and give a few of his own before he snapped the zombies necks.

"Is it me or are these things getting smarter?" she asked Spike.

"I don't think it's you, visionary. I think they are too." Spike replied.

"Glad to know we agree on one thing." Elizabeth commented.

Buffy came up now, cutting deep into Nemesis' arm. It shrieked out in pain, throwing the slayer backwards. She landed and had the breath momentarily knocked out of her. Angel ran to her side, and then turned, ready to defend them both against Nemesis.

But Nemesis just looked at the zombies and called out a horrifyingly long and ear piercing shriek. The zombies turned toward him, two getting hit in the head by bolts from Dawn and Giles. Two more died from Elizabeth's sword and Spike managed to snap the neck of another. But then the zombies turned to walk toward Nemesis.

"Buffy!" Dawn and Willow called out at the same time, knowing the slayer and Angel were right in their path.

Angel too saw the zombies coming toward them, but was as surprised to see Nemesis turning and leaving as well.

"Did we get them?" Buffy asked a little foggily.

"I think they're running away." Angel told the slayer.

It was then that the rest of their group reached them, Dawn kneeling beside her sister and hugging her while Angel looked at Giles. "What the hell happened?" he questioned.

Giles took off his glasses and cleaned them a bit, more of a nervous habit than anything. "I believe the Hellmouth gave them intelligence, and they retreated." He informed the vampire with a soul.

Buffy looked stunned. "Huh?"

Raccoon City, 10:32 PM 11/27/01

Rain woke up to the sound of voices, even though she knew that she should never have woke up again.

"Courtney has escaped all security, and she has all the vital information." A man said.

"Your daughter must be stopped." Said the voice of a man she knew she didn't trust. She opened them, seeing it was a man with sunglasses and an unreadable expression. "She must not find the renegade S.T.A.R.S."

"Our dispatchers have been sent." The other man, presumably the girl's father, said emotionlessly.

"What the hell?" Rain questioned.

The scientist looked at her. "The last attack from the zombies set things off. You almost died, but we were able to revive you again." He explained.

"Why didn't you just let me die?" Rain questioned, knowing it wouldn't be answered any better this time than it was the last. "What about Alice.?" She asked.

"Agent 3 is recovering. She was the one that kept you alive until we showed up." The man told her.

Rain really hated dealing with these Umbrella bastards. If it weren't for the fact Alice depended on her, she would kill herself now, and screw the temporary cure. But she couldn't do that.

"You and Agent 3 will be assembled for debriefing and into another team, you two were the only survivors again." The other scientist told her.

"I'll be in ops, trying to track Nemesis and the other zombies." The man in the sunglasses left.

He stopped by to see Alice, the one they called Agent 3. She seemed to be enjoying a cup of hot chocolate, in between worrying about Rain and trying to figure out herself. He decided not to tell her Rain would be fine. He also knew Alice was scheduled for her next blocker in a half hour. She really was beautiful, no matter how deadly.

It was a shame they didn't realize their other soldiers were working to capture Nemesis and not destroy him. If they could harness the power, Umbrella would be invincible.

"They must be heading to Raccoon City." Said a woman. He turned to see a the blonde girl standing there again. He recalled looking up her name. It was Buffy Summers. But she never went by that name, which confused him a little. But it didn't matter to him what she went by. "They will be trying to decide what to do now that they have found worthy adversaries in California."

"Then my search will begin there." He said and turned to leave.

"Good. You will need all the luck in the world for this one, Albert Wesker." The girl told him and after he had left from earshot she added, "All the luck in the world indeed." Her eyes glowed red and she then disappeared.

What is going on here, huh? For those of you who watch Buffy, I'm sure you know who that second Buffy is, but for those who don't: you'll have to wait and see. And how will the S.T.A.R.S and the scoobies react now? What about Alice and Rain? And where is Courtney and how far can they trust her? Stay tuned for the next time, when the three teams meet.