Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters.

Feedback: Please! Flames, as long as their explanatory, are fine.

Author's Notes: I'm really very proud of this chapter- it involves action, drama, and most importantly, character interaction!

I've finally figured out the plot, not only of this fanfiction, which I plan to make first in a trilogy, but of the other two as well- and so, with the exception of this week (I'll be camping) updates should be coming steadily!

Again with the weapons thing: it will get better as it goes along, I promise. And, as always, "y", is only there to provide space between two seperate parts.

And a thousand thanks to Gabzilla, who has been perfectly lovely reviewing all the time. I'm hoping everyone else is just on vacation- prezumpciya nevinovnosti, nyet? For I live and breathe reviews, lol. Anyway, enjoy chapter three!

Fading Away

Chapter Three: Revelations

The decrepit blue couches were deceptively plushy, and as J.D shifted further into the couch, he couldn't help but be surprised at how comfortable he was. Changed out of his dirty, soaked medical shirt and pants Umbrella had issued him, he was dressed instead in a warm, comfy pair of sweatpants and a t-shirt, leaving him free to focus instead on his empty stomach, which growled as he and Alice flipped through the radio stations.

Matt was in the kitchen, crashing around pots and pans as he stirred the pot of spaghetti he was making. Every so often, a humming could be heard from the kitchen, followed by a few notes of a song before he would stop again. It was annoying, but amusing in it's own way as well.

A crash from the kitchen interrupted their search through the stations, followed by a muffled apology from Matt. J.D laughed, and Alice smiled as she reached over and flipped off the radio, giving up on any hope of news.

J.D leaned further back into the couch, looking up as he heard Michael moving around upstairs. The young medic, shy as he was, had immediately offered to check up on Rain and Kaplan, practically running up the stairs as the three of them headed into the living room.

Rain was probably going to be fine. From her files, J.D assumed that she was probably just suffering side effects from the extensive blood tests and extractions Umbrella had subjected her to in order to ensure the removal of the virus. That, along with the drugs she'd been given had left her weak and sickly, but the effects were most probably temporary at worst.

Kaplan, however, was an entirely different story. His wounds were not nearly as extensive as they'd all assumed; but, as Michael had told them, the threat of infection was high, and that alone would be enough to kill him.

J.D was pulled from his thoughts as Matt re-entered the room, carrying on a tray the pot of spaghetti, bowls, spoons, and a few cups of coffee. He placed it on the coffee table with a small smile towards Alice, who immediately began doling the spaghetti out to each bowl. She handed the first to Matt, the second to J.D, who began wolfing it down, unconcerned with his most likely savage appearance, or the fact that he had a trail of spaghetti sauce down his chin.

Michael's tentative entrance into the room made them all put down their bowls, Alice shoving one wordlessly towards Michael as they all gazed at him, their expressions questioning. He tossed off his white medical gloves, which were stained lightly with blood, and threw them on the table before collapsing into the armchair across from them, his expression grim.

"Rain is going to be fine. Most of her wounds are just surface ones, but the one on her neck will probably need stitches- we'll just have to wait and see how it heals." He paused, then continued: "She'll be back to top form in less than two or three weeks regardless, but a blood transfusion would probably speed up matters if anyone knows her blood type."

"Type O positive," J.D cut in. "It's not very common, though."

"I'm O negative," Matt offered. "If that would work."

"Universal donors," Alice said. "That's what O negatives are supposed to be." She turned to look at Michael. "Isn't that right?"

He nodded. "Yes, O negative is probably the best blood type to use in this situation- it's just lucky you two weren't reversed, blood transfusions from an O positive to an O negative blood type usually end up killing the receiver." He cleared his throat, looking embarrassed. "But anyways, yeah, that would work."

"Kaplan, though... I've done all I can, but infection has set into his right leg. Without proper medical treatment, in a statewide facility, he probably won't survive the next week."

J.D stared at his spaghetti, the pale noodles and red lumps of meat and spaghetti sauce suddenly unappealing to him. His shocked silence was echoed by the rest of the group as Michael hastily added, "With an amputation, in a proper hospital.... He'd probably be fine. But he's running out of time before the infection spreads too far to stop."

J.D shook his head. "We're not going to a hospital."

Alice stared at him, her face a mask of pain and anger. "What other choice do we have but to let Kaplan die?"

"We can't just pack up and run across the country!" J.D argued. "And anyway, how do you know Umbrella hasn't sealed off Raccoon City already?"

Alice turned to Matt in desperation. "Matt, can't we just-"

He looked up at her, his eyes meeting hers, and the expression in them was all she needed to see.

"You can't- we can't just leave him to die out here-"

"Alice, the drive to the nearest possible would probably just worsen his condition rather than better it," Michael told her gently.

She stared at him as if seeing him for the first time before she turned abruptly, hurrying into the kitchen and slamming the door closed behind her.

All three men stared at the closed door in silence, until Michael said quietly, "Rain's awake right now, J.D, if you want to see her."

J.D looked at him in surprise. "Does she want to see me?"

Michael shook his head. "She didn't say."

J.D nodded, looking thoughtful; reaching out, he grabbed a bowl of spaghetti off the table and left with it.

Michael turned to Matt. "Matt, we can start prepping for the transfusion now, if you'd like."

Matt shook his head. "I'm going to check on Alice." He stood up, and Michael did as well, not wanting to be spectator to any scenes taking place between the two.

"I'll be upstairs later," was Matt's parting comment before Michael left the room.

And though neither men realized it at the time, it was only fate, or perhaps blind luck, which prevented the transfusion from taking place that night.

y

The door was open, and J.D walked in quietly, holding the bowl of spaghetti in one hand and a glass of water in the other.

Rain turned as she heard him enter the room, flopping over in the small bed. She wore a red t-shirt and black sweatpants and her hair hung loose over her shoulders, a sight he didn't often see. Her eyes met his, and he saw in them a mess of emotions: surprise, exhaustion, happiness... and the slightest tinges of fear.

He sat down in a small armchair next to the bed, placing the dishes on her nightstand, before turning to her with a grin and saying, "Hey."

She grinned back at him. "Hey."

And before either of them knew what was happening, he'd thrown his arms around her, drawing her into a tight hug which she returned.

When they parted, she smiled, almost shyly- a word he'd never associated with Rain Ocampo- and then fixed her attention on the bowl of spaghetti. "What's that?"

"Spaghetti," J.D told her. "Want some?"

She scowled. "I hate spaghetti."

He grinned at her, one of his I'm-Completely-Unaffected-By-Your-Scowls grins that he knew she hated. "Too bad. It's all we have."

She stared at him for a minute, and then shrugged. "Yeah, okay." He handed her the bowl and spoon and she dug in, making a face he couldn't help but laugh at.

She paused for a minute, wiping at her chin with her wrist. "So are you going to tell me what happened, or what?"

He shrugged. "Umbrella tried out some new anti-virus on a bunch of zombies, and I was one of the lucky ones it worked on."

Rain regarded him warily. "Do you remember anything though? From down in the Hive, I mean."

"Not really. I was... I remember-"

"Dying." She filled in for him. He glanced at her, and she looked away. "But do you remember anything else? From... later?"

He shook his head. "No."

"Oh," was all she said, as she ate another spoonful of spaghetti.

He reached for her hands as she set down the bowl, taking them in his own and checking over the bites there and on her arms. He knew that he was acting like a worried grandmother, but couldn't help it. "When are these from?"

She shrugged. "Ran into a bunch in the utility pipes." She grinned at him. "Zombies with a fucking arm fetish."

He grinned back at her, dropping her hand, and reaching up to her neck. He brushed her long hair back gently, exposing the gaping wound there.

"What's this one from?" he asked quietly, not wanting to hear the answer. After years of unwanted braces and other dental work, he had a suspicious recognition of that imprint.

He traced the marks gently with his thumb and Rain jumped, pulling away from him automatically.

He didn't need to hear her next word to realize where it was from.

"You."

y

The door was opened quickly, to Matt's surprise, when he knocked on it.

Alice was pale, her expression miserable, but no longer angry. She clutched a mug of coffee in one hand, holding the door open with her other hand as he stepped into the room.

"Alice," he began quietly, not knowing where to start. "I just- wanted to see if you were okay."

She shook her head, closing the door behind him. Leaving her mug on the counter, she turned to him, her voice breaking, and asked, "When does it ever stop, Matt?"

He glanced at her cautiously. "When does what stop?"

"Everything," she said vaguely, and then sighed. "Rain is fine, J.D even is fine... and now Kaplan is dying instead. I thought getting out of the Hive would make everything okay, but... people are still dying, Matt."

Matt didn't know what to say to that. There was nothing he could say, not without sounding patronizing or naïve, because her statement was true, people were dying- and Kaplan probably wouldn't be their only fatality in the next few weeks.

She knew this, and so did he. They all did, but nobody knew what to say.

So instead he did the only thing he could do. He stepped forward and gathered her into a hug.

He was surprised, as she folded into his arms, to realize that she was crying. Throughout the entire Hive escapade, Alice had been a pillar of strength to all of them, always staying rational, never breaking down.

He'd never thought she'd be one to cry.

y

Michael was sitting alone at the coffee table when Matt finally left the kitchen, Alice wanting to shower and check on Rain and Kaplan, examining a woe begotten game of chess. He looked up when Matt entered the room and, grinning sheepishly, gestured to the board and said, "Wanna play?"

"Shouldn't we do the transfusion now?" Matt asked, surprised.

Michael blushed slightly. "It can wait." Off Matt's curious look, he elaborated. "J.D's in there right now, they both look... sort of intense, I guess."

"Oh," Matt said, not sure how to take that. He supposed it wasn't surprising- the two had been best friends right up until J.D's death.

He glanced absentmindedly at the ceiling. He'd wanted to go upstairs, check on Rain and Kaplan, but for now, it could wait.

"Yeah, all right."

y

J.D moved away automatically, letting her hair fall over her shoulder again, re-covering the bite wound.

"God, I'm- sorry. I didn't know."

She rolled her eyes at him, a somehow comforting, Rain-like gesture. "It wasn't your fault J.D. You were a fucking zombie. And anyway, it doesn't matter now."

He smiled at her, but couldn't ease the tinge of guilt he felt. To have seen him and have him attack her... he could only imagine what that would have been like for her.

Rain wasn't exactly the most trusting person. In fact, he was the only person he knew of that she absolutely trusted, and he couldn't push away the feeling that he had somehow betrayed that trust.

"Stop thinking," she told him suddenly.

"What?"

She shrugged. "It doesn't matter, J.D. It's over, anyway."

He nodded.

"You know what you could do, though?" she asked seriously.

"What?" he asked, looking at her expectantly.

She scowled at him. "Get me something to eat besides fucking spaghetti."

He laughed, and ducked as one of Rain's throw pillows went whizzing past his head.

y

"Checkmate."

Another black knight fell, and Michael moved him off the board reluctantly, surprised at the skill Matt had shown.

They sat now cloaked in bright sunset, the night's darkness long gone. The pale light lent an almost beautiful stillness to the blue-tinted room, lighting the chessboard up like a beacon.

The house was silent besides the sounds of their quiet, infrequent speech. Rain, J.D, Kaplan and Alice were all still upstairs, Alice packing everything- the anti-virus case, Umbrella documents, all important to them- into Michael's knapsack in case they had to leave suddenly. They were either not talking, or talking too quietly for either of them to hear.

The pawns, knights, queens and kings, as they moved gracefully over the checkered board, engaging in short skirmishes with opposing sides, were the only sounds in the room.

Michael was quiet and still, seeming happy with the peace that had finally settled over the household after the hectic evening.

Matt was silent, but held a more intense demeanor than his opponent as he watched the chessboard carefully, planning his moves ahead, wrapped entirely in the game.

Michael had foolishly left his king in the open, vulnerable. If Matt made the next move well, it would win him the game.

He smiled, almost self-mockingly, to himself. Very few people he knew would associate him with being good at chess, but he had picked it up when he was a teen and had been surprised to find a natural skill in it.

He'd used to play with Lisa all the time.

Michael moved his knight to the left, leaving his king doomed.

Smiling, Matt moved in for the kill.

The stillness of the room was shattered as the windows exploded inwards, bringing with them another Umbrella mutation- another Licker.

Matt and Michael had thrown themselves to the ground automatically with the crashing of the window, and Matt grabbed now Alice's rifle, which she'd left near the table, before standing again.

Michael was staring at the Licker, backing away with a terrified look on his face as it eyed him menacingly.

Matt lifted the rifle to his shoulder, staring down the Licker. The gun was loaded, he should have no problems taking out the single monster—

Another crash resounded from the kitchen this time, footsteps following the sound, and

Matt didn't have to turn around to realize another Licker had joined the first.

They were surrounded.

Michael turned to him, his expression terrified, and Matt hissed, "Michael, take the files and get upstairs."

"What if I can't make it in time?" Michael's voice shook as he slowly reached to the table, lifting the five files carefully in his hands.

"I'll take care of it," Matt said grimly, focusing again on the first Licker as it stared at Michael.

He cast Matt a doubtful look, and Matt shouted, "Michael, just get the hell out of here!"

The shout launched Michael into action and he ran for the stairs, his head down, plowing forward like a quarterback running for the winning touchdown.

The first Licker leapt for him, and Matt shot it in the head, dodging it as it and the second Licker leapt for him in his mad rush to the stairs.

Michael had already reached the top of the stairs and disappeared into the bedroom. He hurried out seconds later with J.D, who carried Rain in his arms, and into Kaplan's bedroom.

Alice was standing at the railing of the stairs, holding the shotgun in her hands, as Matt had expected her to.

He dashed up the stairs, keeping his head down, the rifle steady in his hands, and above him he could hear the rounds of gunfire as Alice bulleted the two monstrosities, their snarls drowned out by the sound.

He threw himself into Kaplan's room, followed closely by Alice, and they slammed the door shut, locking it automatically, Michael and J.D dragging over a waiting dresser, bookcase, and desk.

They could all hear the Lickers slamming into the door outside as they dashed about, panicking, trying to think of a plan. Matt was hurriedly shoving their weapons into the small nylon knapsack Alice had packed, Alice explaining the situation frantically to a suddenly woken Kaplan, and Michael continued to shove furniture in front of the door, almost delirious in his panic as he cried out, "We're going to die, God, we're all going to die!"

J.D shouted at him to shut up as he dragged over another armchair to prop in front of the door, his shout almost drowned out by Michael's own panicked shouts and the thuds as the Lickers continued their relentless assault on the door.

The pandemonium was broken when Rain said, her voice quiet but clear, "The window."

They all turned to look at her- Matt hadn't even noticed her at first, standing next to the small window, grasping the table next to it tightly to keep herself standing.

"It won't work," he told her. "We're too far up, there's no way Kaplan can make it-"

"What about the barn?" Alice interrupted suddenly.

They all turned to look out the window, noticing suddenly how close the barn window was to the tiny bedroom one.

"We'd need to bridge it," J.D said, looking to Matt.

And then suddenly it was instant pandemonium again as Matt and J.D rushed over to the closet and began taking off the hinges with the small lock pick Matt had as Alice threw open the window and pulled on the knapsack.

They got the door off it's hinges within seconds, adrenaline hurrying them, and pushed it carefully out the window.

The thin slab of wood swayed silently in the breeze before finally meeting the window frame of the large barn window, Matt and J.D pushing it forward to create enough stability.

Alice stepped out first, wearing the bulging knapsack. The door bent under her weight, and the room held it's breath as she hurried across, throwing herself into the window. She looked back at them, giving them the all clear, and Matt turned to Rain, asking quietly,

"Can you make it across?"

She nodded in affirmation, looking annoyed at being asked- and then almost collapsed as she loosened her grip on the table.

Matt and J.D exchanged a worried look.

"Just take Kaplan, I can handle Rain," J.D said in a quiet undertone.

Matt nodded, and helped Michael pulled Kaplan carefully off the bed, his arms over their shoulders. The three of them staggered to the window, Michael stepping out first, pulling Kaplan carefully by his arms. Matt followed, lifting his legs as gently as was possible.

The echo of splintering wood resounded through the bedroom, and both Rain and J.D turned to see the menacing cracks that had appeared through the middle of the door.

J.D grabbed Rain, one hand holding her arm, the other wrapped around her waist, and practically lifted her to the window. She grabbed the frame and pulled herself out as Matt climbed out on the other side, and J.D followed as soon as she was halfway across, looking back at the bending door.

They made slow progress; in reality, the trip of six feet or so took less than a minute, but to J.D, the time stretched on like hours would.

Rain finally reached the end, and Matt reached forward, pulling her forward and into his arms. He set her down carefully next to Kaplan and then reached out for J.D.

The door exploded off it's frame as he yanked J.D into the room and the Lickers leapt towards the window. Using her foot, Alice shoved the thin wooden bridge connecting the two windows off the sill, Matt flanking her as she raised the automatic rifle to her shoulder, taking aim at the two Lickers.

They watched as the first of the two stepped up the windowsill, it's tongue slipping out briefly as if to test the air; and then it jumped, it's claws outstretched, and Matt and Alice stepped back, their rifles at the ready—

And the Licker fell short, smashing into the wall less than three feet beneath them, it's partner following it in its wake.

Alice lowered her gun, her expression of confusion matched by one of grave worry on Matt's face. The Lickers were far more powerful than that, they should have made the jump easily- why hadn't they been able to?

"Guys?"

It was Michael's shaky voice that broke their thoughts. He sat on the hay-covered ledge, his legs hanging over the edge, looking at the barn floor beneath them.

"I think you should take a look at this."

Sharing another worried glance, Matt and Alice moved forward again as if in tandem, followed by J.D and Rain, to look over the second level ledge.

The sight that met their eyes was, to put simply, horrifying.

A group of thirty or more people, from infancy to the elderly, lay on the floor, surrounded by the dirty hay and their own blood. Ripped sleeping bags, bagged food, and other traveling necessities lay broken open all over the floor, giving the impression that they had been camping out inside the barn, hiding from something.

Hiding from something that had mutilated them, torn through them in order to reach its goal.

Some bodies had been simply ripped apart as their attacker had raced through the barn, throwing arms, legs, torsos over the barn stalls, the dirty hay floors- even the ladder leading up to the second level where the six adults sat in silence, taking in the gruesome sight.

"Is that what... those Lickers did?"

Alice shook her head, stunned, and Matt said shortly, "Something tore these people apart. Not even the Lickers have this sort of power."

"Are they infected?" Alice asked him, her expression worried.

He shrugged. "I'm not sure."

J.D asked, his voice edgy, "How long until they wake up then?"

On the barn floor, an arm twitched. An elderly lady reached blindly for her cane. Another teenager's leg twitched as he began to sit up.

And in the middle of the bloodbath, a tiny toddler, barely older than two, sat up and opened it's eyes.

He looked at them, his baby blue sleeper contrasting absurdly with his bloody face and smiled, his eyes hungry.

Matt answered, his voice grim, "Not long."

End!

P.S. Has anybody seen any trailers for "Resident Evil: Apocalypse"? I saw one yesterday at the theater, it looks awesome.

As always, please review!