AUTHOR'S NOTE: This tale is a FAN FIC, meaning that the character/monsters/story etc. are all owned by Capcom, technically.

Note: This story takes place at the end of RE 3: Nemesis.

The roar of the helicopter blades sounded in the air as it descended before them. Carlos Oliveira dropped the flares and grabbed his assault rifle, squinting his eyes and raising his arm up to block the wind.

His attire consisted of a standard U.B.C.S. (Umbrella Biohazard Countermeasure Service) uniform of tan pants and a black vest and fingerless gloves.

"Who could it be? Nicholai escaped with the last chopper!" Jill Valentine exclaimed as her short brunette hair blew across her face.

Beep…Beep…Beep…

The miniature radar on her waist was ticking. It would only be a matter of minutes before the missiles hit.

She wore a black mini-skirt and blue tube top with a white sweater fastened around her slender hips.

"Come on!" Carlos said and ran to the helicopter. Jill followed close on his heels as he slid the cabin door open and helped her in first, himself after.

"Let's go," a booming voice spoke from the pilot's seat as the chopper lifted into the air.

Jill's eyes widened in disbelief. "Barry?! Is it you!?"

"I couldn't let you die back there," Barry said as they started to take off.

Outside the window, five fiery streaks were racing towards the city below.

"They're here!" Jill shouted.

Beneath them, the missiles struck Raccoon City. Hundreds of the undead groaned their final protests as they were evaporated in an instant. The explosion spread like a ripple, incinerating everything in its path. In a matter of seconds, the R.P.D. was destroyed; City Hall was reduced to nothing but rubble. Those few survivors who were hoping for rescue were greeted with flames and an abrupt conclusion.

The helicopter was jarred by the resulting shockwave.

"The survivors…," Jill murmured, her eyes watering. She felt her hands clench into fists. Umbrella must pay for what they've done!

"Umbrella sent us to be slaughtered like perros!" Carlos said. "We were never meant to save anyone. The U.B.C.S. was sent in as test subjects for that… thing out there!"

"Its codename was Nemesis," Jill said, remembering all of the things she had read during her escape from Raccoon. "Nicholai was only a supervisor, ordered to collect field data on all of Umbrella's latest creations. But Nemesis was special. It was programmed to hunt down and terminate all remaining S.T.A.R.S. members."

"Yeah. I had a brief run-in with it when I tried to land the first time to go look for you," Barry said. "Although I know there is no way it could've survived the blast."

Jill smiled uncertainly. Even though she had personally fired six magnum rounds into the Nemesis' core, she still wasn't absolutely whether it was dead for good or not. Perhaps it did survive the missiles. She didn't know for sure.

They were currently flying over the outskirts of Raccoon Forest.

"Umbrella's been keeping tabs on all of us following the mansion incident back in July. Chris has already set out for their HQ in Europe. I was—"

Barry was cut off as the chopper was violently shaken. Jill saw smoke outside her window.

"The engine's gone!" he shouted as the copter took a steep nose dive. "I can't keep us up! We're going down!"

Jill suddenly had a bad feeling of déjà vu. The mansion….

"Brace for impact!"

The canopy of the forest was ruffled as the helicopter broke through, its blades snapping off against the tree trunks as it tumbled across the earthen floor. Jill and Carlos were slammed against a wall as their crash was halted by a great oak.

Barry was dazed for a few moments, his eyes staring off into nothing. He shook his head and unbuckled his seatbelt.

"Is everyone okay?" he asked, standing up and grabbing his temple.

"Just peachy," Jill answered, holding the back of her skull. "It's just a bump. I'll be fine."

"Same here," Carlos replied, rubbing his forehead. "I've survived worse."

Barry nodded and knelt down beside the pilot's chair and pulled out a small box. He unclasped the latch and opened it up, revealing a Colt Python and a Beretta. "Here," he said, holding out the Beretta. Jill took it and held it up, made sure it was loaded, and thanked him.

Carlos picked up his assault rifle and held it up.

"I've been in these woods before, and it wasn't a pleasant experience," Barry said, holding his Colt Python in front of him. "I doubt these woods have changed at all."

Jill agreed. "Let's hope we don't run into Lisa Trevor."

"Lisa Trevor? I thought she took the dive off the cliff?"

"She did. But, you know, just in case she managed to survive as well."

Barry understood.

Jill was already stepping out from the ruined helicopter, Carlos and Barry right behind her.

Crunch…Crunch…Crunch….

She stopped cold.

Crunch…Crunch….

Something was moving within the woods. Barry's Colt Python shined in the filtered sunlight as he looked around frantically.

Grrowwlllll….

"The pitter-patter of—"

"Dog's feet!" Jill breathed, the hair on her neck suddenly standing up. Carlos had his assault rifle at the ready, the fire rate set to auto and the laser-sight turned on.

The noise was still off in the distance, but closing fast. They heard the rustling of leaves overhead. Sunlight refused to shine through anymore.

"If there are any zombies out here, one shot to the head will take them out," Barry said quickly. "And if it's those mutant Dobermans, then we can—" He was cut off as a dog's yelp of pain echoed in the forest.

What's going on? Jill asked herself.

"STARSSS!"

For just a brief moment, she felt her heart stop. "Impossible!" she whispered.

And then it was running through the trees, branches splintering and leaves crackling underneath it. The trio almost thought they could feel the ground vibrating.

"Run!" Barry shouted as he caught a glimpse of a gigantic silhouette coming towards them. No one needed to be told twice. Fatigue was setting in, but they didn't care at the moment; they just needed to get somewhere to hide.

Jill couldn't be entirely certain, but there was a nagging feeling that she hadn't seen the last of the Nemesis. No, that would've made it too easy for her. Umbrella didn't specialize in making things easy.

"Up ahead!" Jill yelled, pointing to a small, worn-down cabin.

"It's better than nothing!"

Carlos rammed his shoulder into the door, forcing it open and running inside. Jill and Barry were right behind him, slamming it shut and locking it the best they could.

The cabin was one massive room with only a single window next to the door and a fire place on one wall opposite a set of stairs leading up to the attic. A small passageway beside the stairs led to a ladder that went down and connected with a boarded up floor.

Various types of animal heads hung above the fireplace, among them being a deer and a buffalo. There was a grotesque painting of human skeletons and coffins hanging against the back wall.

"Who the hell lived here?" Carlos thought to himself.

Outside, something was roaring like a savage beast and still coming closer to the lodge.

Jill's forehead was laced with perspiration, her hair damp with sweat. "There's no way. No way that Nemesis could've survived!"

A monstrous shadow passed in front of the window.

Any minute now. Any minute now I'll see the door implode and it'll enter. It'll get me through the wall if it has to. It will all be over in a matter of seconds. Then I'll become one of…them! Those mindless, flesh-eating monsters! Or worse!

The window was covered in darkness.

"Starss…."

"Come on…," Jill whispered, her eyes locking on to it.

Suddenly, the shadow vanished.

Everyone stared at the empty space. Where did it go? Jill lowered her gun. It couldn't be the Nemesis. Nemesis didn't toy with you once it knew where you were. Jill felt some of her fear dissipate.

A face was in the window!

The trio stumbled backwards.

It had only its left eye, shaded a sickly yellow, and where the other eye would've been were big surgical staples in its place. Its lipless mouth and jagged teeth were fixated in a sinister smile. A small lump was in the center of its face where a nose would've been.

The face vanished again and they heard a loud thump on the roof.

"It's playing games with us!" Barry exclaimed, aiming his magnum at the ceiling.

Clap. Clap. Clap.

"Bravo! I must admit the three of you had me absolutely riveted by your performances!"

Barry looked towards the voice.

At the top of the attic stairs, a single red dot was looking back from within darkness. The dot started to descend down the stairs and a human figure came into view.

A single man dressed in all black denim with his sleeves rolled up appeared. There was no mistaking the blonde hair and black sunglasses.

"Wesker!" Barry growled.

"Captain Albert Wesker? Of the disbanded S.T.A.R.S.?" Carlos asked.

"We saw you die when the Tyrant skewered you!" Jill cried out.

Wesker chuckled a little, still stepping down the stairs. "You did not witness a death, but a rebirth! I've sold my soul to a new organization now!" One of his eyes flashed red.

Barry's hands were shaking. He hadn't forgiven Wesker for holding his family as ransom during the mansion incident. "Let's see you try to dodge a bullet, you son of a bitch!" he bellowed and pointed his magnum at him.

All they saw was a blur of motion as Wesker dashed forward, knocked Barry's weapon aside, and backhanded him into the unlit fireplace. Before Jill or Carlos could react, Wesker had already grabbed and hurled them next to Barry. He smiled and pushed his sunglasses up on the bridge of his nose.

Jill glared at him. "What are you?"

"What I am does not matter," he replied. "Chris Redfield has already departed for Europe. That fool believes he can stop Umbrella if he takes out their main headquarters." Wesker turned his back to them and gazed absently at the ceiling. "I'll have a little present waiting for him when he arrives. His little sister, Claire, was in Raccoon City before it blew. She and a rookie cop named Leon Kennedy made it out before the missiles struck."

Chris had never mentioned his sister to Jill, but if Claire had somehow managed to survive the horrors of the city, she should be commended.

"The Nemesis Project was meant to be the perfect weapon: an invincible monster with human thought. I was personally involved with the operation. At first, we only succeeded halfway with Lisa Trevor. Her body couldn't fully bond with the Nemesis parasite, however, and we decided to put her down."

"You mean kill her," Jill said.

Wesker smiled again. "To put it bluntly, yes. But she escaped before we could deal with her. However, Chris and I ended her life in the caverns leading from the Spencer mansion.

Eventually, Umbrella's top scientists achieved their goal with the creation of Nemesis. But even the best plans fail. By all means, you and Barry should be dead by now. It was a flaw that Nemesis couldn't terminate you both. That's where its replacement comes in."

"Replacement?"

"Of course. Umbrella never makes just one. This perfect version, codenamed X-Nemesis, has never failed in preliminary testing and will not fail in actual combat." Wesker laughed. "All that's left of the S.T.A.R.S. here are you and Barry."

The ceiling was shaking.

"I have bigger fish to fry, Jill. I just thought I'd say goodbye before the X-Nemesis tears you all to pieces."

Suddenly, there was a tremendous snap overhead. The trio glanced up quickly and looked back at where Wesker had been standing. He was gone.

Jill had to tell Chris that Wesker was still alive before he got the drop on him. But that was the least of her problems.

The ceiling was threatening to break apart, the Nemesis clone stepping heavily on the roof.

"We need a way out!" Jill exclaimed, raising her gun to the ceiling. Carlos was already on it, sprinting to the passageway beside the stairs and down the small corridor. He almost jumped down the ladder, landing on the boarded-up floor, and started pulling at the planks.

Jill and Barry followed, their weapons aimed high as the very room seemed to quake.

"I need something to pull these up!" Carlos yelled.

A metal object was shining on the floor. Jill grabbed the crowbar and tossed it to him. He caught it and jammed the straight end under the first plank, using the bar as a lever to uproot it. Jill holstered her Beretta and slid down the ladder to help out Carlos. Barry kept his Colt Python up, his eyes twitching across the ceiling every time he heard a sound. Small bits of wood and plaster were raining down on the cabin floor, covering it like a carpet.

In a minute, they had the boards off to reveal a manhole leading down into a cave.

"Barry! We found an exit!" Jill said.

Barry lowered his magnum, turning his back to the wall. "Great! Let's—" The wall behind him imploded barely, huge chunks of wood barely missing his body. He stumbled forward and turned around to see a giant black shadow stepping in, one yellow eye shining from darkness.

"Ssttarrrss!"

"Barry!"

"Jill, go!" Carlos ordered. She started to climb back up the ladder, but he wrapped his arms around her and pulled her down. "Go! He can handle himself!" She clearly didn't want to leave him, but she didn't have a choice and jumped through the manhole, Carlos following her.

Barry was pointing his magnum at the X-Nemesis, his hands shaking wildly. It took a step forward. He pulled the trigger and moved back as the recoil hit him. The bullet hit Nemesis in its torso, but it didn't stop him. Barry fired a second shot which caught it in the arm. Nemesis flinched and grunted, but wasn't slowed down. A third shot. It was still coming, mere feet away. Barry shot a fourth round and felt the ground beneath him fall out. He landed on his back over the manhole opening, the breath being knocked out of him for a moment. The Nemesis's shadow was covering him.

"Ah, hell!" he exclaimed and dived through the hole head-first just as the creature came down where he had just been laying.