AN: This is my first crossover fanfic. It was born out of my psychosis of watching the last Resident Evil movie

and then the X-Men movie way to many times. This is just a taste. And no mutants are turned into the undead

in this story.

Disclaimer: I do not own Resident Evil or the X-Men. If I did Alice and Wolverine would be together and everything else would be screwed up.

The X-men have taken refuge on Genosha with Magneto and all the mutants they could locate around the

world. It was a way to try to keep mutants from being infected. Everyone had put their differences aside.

Charles Xavier rolled into the room where Beast. Wolverine and Storm were. He was trying to

figure out a way to explain what was going on in the world. There were people dying then becoming

undead they were infected with a virus it was the T-Virus to be exact. He had known about The Umbrella Corporation for a while and was keeping updates on them till all hell broke lose.

The Professor looked at them all "I know you are all concerned about what is going on lately."

Beast looked at Logan and Storm then back to the Professor "Yes Charles our curiosity has got the better of

us in this situation."

The Professor cleared his throat "This is the result of a virus that got out and is out of control."

Storm walked over "Professor have you been watching what's happening people are dying by the thousands

and coming back to life."

Logan popped out his claws "Good thing is they can die but we can't kill everyone on the planet."

The Professor looked at him "You are right Logan."

Beast asking with concern in his voice " What is this virus and how do we destroy it?"

The Professor motioned to the computer " Beast can you open the files on the screen?"

He clicked the mouse and all sorts of pictures started popping up. Charles began to explain " A young scientist

invented the T-virus then a Corporation called Umbrella that was experimenting in bio-weapons took it from

him. They decided to experiment on humans."

Storm asked in a voice that sounded like she was sick to her stomach "You mean they infected innocent people

with this virus?"

"Yes Ororo." The professor motioned at Beast to go to the next set of pictures.

Logan slammed his fist against the table "Sounds like what they did to me."

Beast turned around and pushed his glasses back " Corporations are always trying to advance their technology." Logan just growled at him.

The Professor broke into the middle of the situation " You are both right."

Logan sat on the edge of the table " So why not fill us in sooner Charles?"

The Professor put his head down and then looked up "Because I now have to send you into this madness"

Storm's jaw dropped " What are you talking about Charles?"

The Professor hit a button on the computer and the picture of a young woman, blond hair, blue eyes popped

up on the screen.

Logan being his normal self, "Well, well who's this?" he asked as he stood up and studied her face.

The Professor backed up his chair, "They had one successful experiment, They infected on of their head

of security with the T-Virus. She somehow bonded with it on a cellular level she changed it."

Beast looked at the woman's picture, "Fascinating"

The Professor continued " She escaped and turned her attention to destroying the Umbrella Corporation."

Logan clinched his fists "Well, where is she? We need to find her"

The Professor looked up at her picture "You are looking for Project Alice I believe she may require

some assistance in her situation right now. I have located her on an oil tanker called the Arcadia

in Los Angeles. She and two friends Claire and Chris Redfield are aboard with about two thousand non-

infected survivors and there is trouble coming their way. You need to get in the air now, GO!"

The X-jet was then in the air flying at full speed all on board were quiet looking at the chaos going on below

in the streets.

On the Arcadia Alice stood on the deck looking at the planes flying towards them. She looked at everyone

on the deck of the ship and she felt responsible for them all. She was not used to these human emotions she

hadn't felt for so long. 'Snap out of it.' Alice thought as she shook her head back and forth.

Claire snapped her fingers in front of Alice's face " Alice, ALICE."

Alice looked at her, "We've got to fight. " she said knowing now she would have to depend on her security

training.

Chris looked at them, " I'll get the weapons out of the boat." They had brought the weapons they got out of the prison armory.

Alice yelled as loud as she could " LISTEN EVERYONE GRAB A GUN AND FIGHT FOR YOUR LIVES."

Claire whispered to Alice:" Is this going to work?"

Alice looked at everyone in front of her "I don't know but at least we will all go out fighting."

Claire had a sudden memory flash of Alice holding back the flames of a flame thrower to protect Carlos, the

sky was on fire that day. "Alice can't you just blow them out of the sky?"

Alice looked towards the planes. "I don't have my powers anymore. They shot me up with something that

made me human again."

"GREAT WE'RE SCREWED. WHY DIDN'T YOU TELL ME!" Claire yelled as she threw her hands

in the air.

Alice looked at her with a crooked smile "Well the conversation never came up not to mention you also had amnesia."

The X-jet was approaching the coast of Los Angeles Storm looked back. "I see hundreds of planes surrounding

that ship down there."

Logan came to the front of the jet hit a button to drop the ramp. " Take us in stealth and get us as close as you

can. "He turned and looked at everyone. " This is going to be one big fight and remember our mission is to

protect Alice and bring her back to Genosha no matter what."

AN: Please review and tell me if you want more, CAUSE I HAVE MORE!