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! I live and breathe reviews! Flames, as long as their explanatory, are fine.

Author's Notes: A thousand thanks to Gabzilla, organized-chaos, Jano for reviews!

I'd like to apologize in advance; with school starting in a couple of weeks, the updates may lessen slightly; though I'll try my best not to let that happen.

Par usual.... the "y" is only to provide a space. Does anyone know how to do that?

As always, happy reading!

Fading Away

Chapter Four: Running Away

It was Alice who spoke first, her eyes roaming the twitching mass of bodies on the floor. "Are there any other exits?"

J.D nodded, his face pale. "There's a hatch down there, by the back of the barn. It leads to a bomb shelter or something."

Throwing the ratty nylon knapsack over her shoulder, Alice started for the ladder connecting the two levels, Matt following as Michael hurried towards Kaplan, asking worriedly, "How will we get him down?"

His question was ignored, the other's focus directed entirely on the waking zombies underneath them, and he bit back a sigh as he threw Kaplan's arm over his shoulder and staggered after them.

He propped Kaplan up into a sitting position near the ladder, watching as Alice threw down the knapsack and scaled down quickly after it.

She was first down the ladder, Michael inches behind her. Stopping at the bottom, she pulled a shotgun from the knapsack and handed it to Michael, asking, "Can you use this?"

He nodded, hefting the gun in his arms, staring at it despite himself. He'd spent his fair share of time at the shooting range and his aim was good, he should have no problems- but he'd never in his life thought his skills would ever bring him here, shooting moving, living-

Not living, a nagging voice in his head reminding him. These people have been dead for a long time.

He turned, focusing his gun on the zombies, and Alice hurried to the back of the barn, kicking haphazard piles of hay out of the way, searching for the hatch.

Michael hoped the zombies would stay down long enough to let them all out safely.

Dead or not, he didn't want to shoot anyone.

y

Matt was oblivious to Alice's search for the hatch and Michael's own private struggles as he reached up for Kaplan, J.D dangling the unconscious ex-S.W.A.T. officer by his wrists over the second level.

He caught Kaplan easily, adjusting quickly to the weight as he set him down next to the ladder before reaching back up for Rain.

The moaning of the freshly awaking zombies played like a soundtrack in his head as he waited for J.D to lower Rain down to him, and he fought the urge to glance behind him.

He wondered briefly how good a shot Michael was, whether he'd had any practice, or if he even knew how to use the weapon properly.

He decided he didn't want to find out.

Rain was lighter, easier to grab around the waist and set down next to Kaplan even as J.D came scurrying down the ladder.

"Matt!"

Alice's shout diverted his attention from the sound of the zombies and he turned quickly.

She stood near the back of the barn, knapsack tossed to the ground, her fingertips entwined in the metal grating—

"It's locked!" she shouted at him, her eyes panicked.

He hurried over, dropping to his knees next to her and examining the combination lock wound around the latch. It was heavy metal, not nearly as old as the grate, built to withstand all weather and other conditions.

He yanked on the lock, hoping it would open, that the numbers had already been set—

And the lock snapped off in his hands. He stared at it, shocked- it was a strong lock, it shouldn't have ripped off so easily—

He turned to Alice, but she was already throwing open the grate. She gave him a quick smile of thanks- even in the most hurried of situations, Alice always took the time to bother with such things- and hurried down the rickety steps into the tiny room, gun in hand, checking the perimeter.

He shook off his edgy feelings- it was only a lock, probably older than it looked, anyway- and jumped to his feet. Pawing through the knapsack, he pulled out the last revolver, checking quickly to make sure the safety was off before climbing to his feet and turning, ready to face the zombies.

y

J.D was in the process of carrying Rain closer to the basement's opening when he made the mistake of looking at the chaos behind him.

Over half the zombies in the barn were standing now, shuffling towards them. Their eyes were empty, hungry, their faces streaked with blood and God knew what else, and their proximity made J.D feel suddenly, terribly claustrophobic, memories of his last run in with the creatures playing in his head—

"See how easy it was?"

Then the grip on his arms, everywhere, as he was dragged into the room, aware only of the zombie's moans and the pain in his body as they bit into him—

"J.D, no!"

And then of Rain's shouts, her hand clasped in his as he fought to escape them—

And then the sudden, thud of pain as Rain's hand slipped from his, his palm closing on empty air, the tiny shreds of hope left in him evaporating as he was pulled still further into the room—

"J.D?" It was Rain again, and he turned to look at her.

Her eyes were dark with worry, and she said, "What are you doing?"

He just stared at her, knowing that he should be moving towards the hatch, yet unable to move—

And he was interrupted by the shout of his name, too late to stop the flash of blinding pain as the zombie bit into his shoulder.

He whipped around and kicked the zombie back automatically. It fell back, and J.D took the time to set Rain down unceremoniously on the hay floor, moving in front of her and Kaplan.

The little girl pulled herself off the ground and started towards him again. Her green eyes, once bright and lively, were dead now, ringed in red, the color a grotesque compliment to her pink polka-dot dress.

J.D kicked her as she lurched forward again, not bothering to use a lot of force. She fell, and he took the opportunity to turn to Michael, shouting at him to shoot.

The young medic was shaking, his eyes wide, his face pale and terrified, and a fierce shot of irritation overrode J.D's panic as he stared at him in disgust. It was only natural to be afraid, he knew that, but if Michael couldn't even shoot a goddamn gun to defend himself or any one of them, how the hell could they keep him alive?

J.D turned back to the little girl, his brain registering the fact that other zombies were moving in now, they would soon surround him, as she launched herself at him again, arms outstretched, mouth wide—

And she staggered, the bullet hole appearing in her forehead as she fell, her curly brown pigtails darkened with a splash of clotted blood.

Shocked, J.D turned to Michael- but it was Matt who had made the shot, his expression dark. He nodded to him, and J.D returned the nod half-heartedly before gathering up Rain and hurrying back towards the hatch, noticing as he did a shaken Michael tending to Kaplan. Their eyes met briefly and J.D looked away, sympathetic despite himself to the blind panic in his eyes.

Rain, exhaustion overriding her more stubborn nature allowed J.D to carry her down into the basement, Matt and Michael following with Kaplan.

Alice was last into the room, running back down the stairs and slamming the hatch closed even as the undead fell upon them, moaning and clawing at the flimsy metal.

There was no lock anymore, but Matt figured it wouldn't be a problem- the zombies didn't appear particularly adept at opening doors.

The room they were in was surprisingly tall; they were able to stand comfortably where they sat huddled beneath the stairs. Despite the height and added space, the walls were old stone, the floor dirt, giving the room a cramped, dirty appearance only intensified by the dim vestiges of sunlight shining in the barn windows and through the hatch.

The boxes scattered around the room proved useful to the six, who used them as crude chairs as they contemplated their situation and all possible escapes.

J.D sat against the far right wall, furthest from the stairs as he injected himself with the anti-virus. Rain sat at his feet, leaning against his knees, her eyes closed and expression exhausted.

Matt turned his attention to Kaplan, who sat on one box, leaning against the wall, his legs propped up on another. His face was pale and clammy, his eyes closed; he looked to be in bad shape and Matt stared at him worriedly before turning to Michael, opening his mouth to ask him what he should do—

And stopped. Michael looked even worse than Kaplan, if that were possible; his eyes were huge in his pale face and he trembled where he sat, staring straight ahead into emptiness.

Matt shook back his growing feeling of annoyance at Michael's inability to cope and moved slightly to get his attention. "Michael?"

He didn't answer, his gaze fixed straight ahead, eyes glassy.

Matt sighed, tried again. "Michael, Kaplan looks bad, is there anything-"

A glance from Alice made him stop, closing his mouth and looking away. After a moment, he grabbed a blanket out of the bag, spreading it over Kaplan as well as he could.

It wasn't surprising to anyone that it was Alice who finally figured out what was wrong with Michael; that it went further than simple fear or denial.

It was Alice who finally realized that Michael's glassy eyes, his trembling and silence, were symptoms not only of shock, but of grief.

She moved forward slowly to sit next to him on the wide rectangular box, Matt and the others watching in silence.

Nothing was said; Alice only put her arm around him, a gesture of friendly comfort and support, and as if a dam had been broken, Michael burst into tears.

They were all surprised, to put it mildly- until Michael, wiping away his tears with closed fists, his glasses askew, choked out, "She was my sister."

y

The silence that had descended upon the group after Michael's confession was overwhelming, broken only by the sounds of the zombies as they stumbled over the barn floor.

Michael had stopped crying, his outburst sudden but ended almost immediately. He sat near Alice still, his expression tired, but resigned.

Kaplan had fallen back into unconsciousness and Rain and J.D sat in their earlier positions, engaged in a silent game of rock-paper-scissors.

The only person who remained completely against their apparent fate was Matt.

He paced around the tiny room, slight bursts of anger and resentment exploding inside of him as he took in his comrade's tired expressions.

He refused to belief that they could possibly be stuck in the tiny room forever, or until they were willing to risk the zombies still above them.

The rage choked him as it grew inside him, his heart clenching, vision reddening—

And he finally lashed out, slamming his fist into the wall next to him—

Which crumbled, falling into chunks of mock plaster and dust, giving way to a yawning opening.

They all stood, moving forward as Matt glanced inside the newfound entrance, his sudden, almost terrifying rage forgotten in the new discovery.

The opening led to a tunnel, which stretched out for what had to be over a mile from what they could see in the dim light. The walls were metal, dank and dripping, grease puddles frequenting the floors—

But still, it was an exit. A way out.

"Michael, help me with Kaplan," Matt said softly. "We'll leave through here."

His statement was met with nods and murmurs of agreement as they began to pack up, moving towards the exit.

As Matt moved towards Kaplan, the knapsack thrown over his shoulder, he didn't miss the worried look Alice sent his way.

y

The catacombs the six had wandered into were dark and filthy, greasy water rising up to their ankles and dripping down the walls.

It had been nearly two hours since Matt had stumbled upon the apparent sewage system, and although the tunnels had widened significantly, the low ceiling forced Matt and J.D into stooped positions as they wandered through the sludge.

Rain's head was bent forward as well as J.D carried her in an easy piggy-back position, making it look as if she'd simply fallen asleep on his shoulder.

Michael and Matt again carried Kaplan as they walked behind the two, the knapsack still over Matt's shoulders.

Alice again led the way, automatic rifle ready in her hands as she sloshed through the muddy water.

She'd worried, earlier, about the risk of drowning when the water had first started rising forty five minutes earlier. At the time, the possibility of water overfilling the tunnels and submerging the six had seemed far more likely as it steadily rose, giving Alice's sleep-starved brain far more to worry about. But the water had finally hit it's highest point a quarter of an hour ago, eliminating any immediate danger.

She was at the front of the group again, leading the way, and for a moment she wondered at their easy acceptance of her common leadership.

Back in the Hive, it'd been her and Matt in the end who'd been leading the way. Rain had been absolutely exhausted, the virus's effects taking place immediately, and, lost in the aftereffects of J.D's death, had been only too happy to step back and allow them to lead for awhile.

And Kaplan... Kaplan had never been a leader. He'd always seemed perfectly willing to follow the rest. Michael was the same, quiet and shy. Alice still didn't know him very well, but she didn't need to to understand that it was simply part of his nature.

J.D, she knew, ordinarily would have taken charge of their little group by now. But in light of Rain's condition, he'd been spending all his time watching over her like a worried hen. It was sweet, but entirely unsurprising to Alice- J.D had always had a very caring side to him.

What was surprising to Alice was the fact that Rain, stubborn as she was, allowed him to dote on her in such a way.

But either way, neither seemed interested in taking control of their little group of ex-S.W.A.T. members and civilians.

Which left Alice and Matt.

Except Matt now was different, angering quickly, intense and almost frightening at times. There were still moments when he would be the same sweet, controlled person she'd known in the Hive- but those moments would vanish as soon as his sense of peace or security did.

Alice couldn't help but wonder why he had changed so much. What Umbrella had done to affect him in such a way.

The extra set of footsteps made her stop.

She turned to face the others, who stared at her questioningly, wondering what she was listening for—

And the footsteps became apparent to them as well as they quickened in pace.

"Could it just be another survivor, maybe?" Michael suggested.

"Listen," J.D said authoritatively, shushing him. Looking more closely, Alice realized Rain was asleep on his shoulder, a mimicry of Kaplan, who slept stretched out between Matt and Michael.

The footsteps came closer, now at a running pace, and they were able to hear the monster as it ran through the water-logged tunnels.

It hissed as it ran.

"I heard that," Matt whispered. "At Umbrella."

His eye's met Alice's, and she was relieved to see only fear and not anger in them.

"J.D?" She asked quietly. "Do you know if there's an exit down here?"

He shrugged. "No idea. I think... it might come to an exit, an escape hatch or something."

She nodded. "Let's go."

And they turned and ran, Alice letting herself fall behind the rest, automatic rifle ready in her hands as she followed.

The tunnels seemed to go on forever as they raced through them, wet sweatpants forgotten as they splashed through the dirty puddles. They were all to aware of how quickly the footsteps were loudening, how quickly the monster was approaching—

And the tunnel had darkened, was pitch black now; before, sunlight had shone in dimly through some sort of dim lighting in the tunnels, lighting which had somehow vanished.

They ran blindly, hands in front of them to stop them from running into anything. The darkness was comforting and fearful at once, making them all to aware of the fact that they wouldn't be able to see the monster if it somehow snuck up on them- but it also gave them cover of sorts, something to hide behind as they ran through the catacombs.

The hissing had become louder.

Alice realized it suddenly with a sinking heart, realizing how close the monster must be now if she could hear it so well; it couldn't be less than a tunnel or two away now, if they couldn't find an exit they were lost, absolutely trapped down here, facing inevitable death—

And J.D let out a shout of pain as he ran straight into the metal grating, his hands on the walls rather than out in front of him.

The others halted automatically, crowding around him and Rain, Matt letting Kaplan's legs down lightly as he stepped forward where Alice stood in front of the grating they'd found, running her hands over it's edges.

"There's an opening in there," she whispered, looking at Matt. "I can see sunlight."

Matt looked, realized she was right; it must be midday already, by the way the slight rays of sunlight shone into the room blocked by the grating.

The monster's footsteps were deafening as it ran into the last tunnel between them.

"Where's the entrance?" Matt asked brusquely, stepping in front of her and resuming her search.

She shook her head. "There isn't one. It's bolted down."

Her eyes were wide, fearful, expression matched by the rest of them as they realized what that meant.

"Use your key," J.D told Matt hoarsely. "What you used to pick the lock at the house."

He shook his head grimly. "It'd take too long."

The corridor began to shake with the intensity of the thing's footsteps, and they all turned, staring into the blackness—

And Matt reached forward, gripping the grating in both hands—

And ripped it off the wall in one steady pull.

He let it fall to the ground as Alice stared at him, expression shocked, asking, "Matt, how did you-"

"No time," he told her, shoving her forward into the gaping hole left. He followed,

grabbing Kaplan as Michael passed him over before clambering in himself, followed by J.D, still carrying Rain.

They hurried through the small tunnel it led them into, following it into another—

And then took a turn and crashed into a tiny cell.

A dead end.

They scanned the perimeter quickly- it was a tiny room, barely big enough for them all to squeeze into—

But what caught there eye immediately was the slim ladder which stood in the middle of the room stretching up into the ceiling, into salvation- where there was a manhole cover, the sunlight shining in through it's small round holes.

They all jumped as a crash ensued as the monster slammed into the broken grating.

"That mesh won't hold," Alice pointed out, expression grim.

And then they were climbing, Alice standing in front of them with the rifle as Michael started up the ladder first, J.D, with Rain still clinging to his back, inches behind.

Matt started up the ladder next, his arm clasped around Kaplan's waist, the other on the ladder, and Alice watched carefully, worried he wouldn't be able to handle the weight—

And the weight of the knapsack, which, she realized too late, someone else should have carried instead

She waited until they were halfway up the ladder—

And then the shriek of straining metal echoed in her ears as the monster ripped the grating off the walls, pounding into the tunnel.

She was halfway up the ladder in an instant, adrenaline pushing her faster than ever before.

She heard the thundering of footsteps and the cavern shook underneath her as the monster bounded into the small room—

And she was caught by surprise as a small, thin object, slammed into her eye, blinking automatically but retaining her grip on the ladder rungs.

She didn't bother to look and see what it was- they wouldn't be able to get it back anyway- and scrambled the rest of the way up the ladder, waiting as patiently as was humanly possible as Matt passed Kaplan up to Michael and J.D before climbing out himself, the weight of the rifle heavy around her neck where it hung on the sling.

As she finally pulled herself out of the tunnel, taking Matt's outstretched hand, she risked a glance back into the tunnel.

The monster was hidden by darkness again, but she could see it's shadow as it stared up at them murderously, the evil glint in it's eyes obvious even from where they stood.

As J.D slammed the manhole cover back over the opening, Matt holding Rain and Michael holding onto Kaplan, they could still hear it hissing.

Out of immediate danger, they finally took the opportunity to look around their new surroundings, Alice realizing immediately where they were.

Raccoon Forest.

y

There was a short debate of where they should go- the forest was, quite arguably, far more dangerous than the sewers had been, but in their current situation, they had no choice but to risk it.

Neither of them had any particular outdoor training, nor did they know the forest well, a lack of knowledge which had resulted in another debate of exactly where they should go.

They had finally decided to just walk blind, hoping they would come across an exit from the forest or a path of some sort.

Alice and Matt led the way again, him and Michael still carrying Kaplan as J.D carried Rain.

The sun beat on their backs, high already in the bright sky- and despite the heat, despite their parched throats, they were glad for it.

No matter what diseases were released, what viruses escaped from Umbrella, they couldn't wipe out the sun, or the trees, or any other part of nature.

Birds still sang, small animals still ran through the forest, apparently safe from the already widespread virus, reminding them all of a world they'd known before Umbrella.

Nobody had a watch, but by the position of the sun, Michael guessed it had to be noon already by the time they reached the huge clearing, a mile of fresh green grass opening suddenly in the middle of the forest.

It was completely empty, completely barren, the grass and trees bent as if a plane had landed there in the last few days.

It should have been a beautiful place- flowers still grew over the edges of it, the green grass, despite it's flat spots, was fresh and healthy in the sun. But there was a layer of darkness over it, one that somehow wiped all vestiges of calm or beauty it might have had.

There was nothing seen to suggest the darkness; it was only the atmosphere that was heavy with it, with the somehow unarguable knowledge that something wrong had been done here.

It chilled Michael as the group halted in front of it, staring out over it. He adjusted Kaplan's weight where he held him under his shoulders.

"Should we try going through here?" Alice asked, looking at Matt.

"I don't want to."

The words were out before Michael could stop them, and he flushed as they turned to look at him. "I just- it feels bad here. Something's wrong."

He felt stupid, expecting them to mock him for his fear- but they only nodded, looking understanding and thoughtful.

"No noise," J.D said suddenly.

They turned to look at him, and as he did, Michael realized what he meant.

"No more birds, no movement at all," he said quietly.

The sun still shone in the sky, but it felt eerie now, as if it's bright light mocked them in their own darkness.

Movement across the clearing caught their eye, and they all turned and looked as the bushes parted slowly, steadily.

They stood where they were, covered slightly by the trees' shade.

And a grizzly bear lumbered into the clearing.

Michael wanted to be relieved- it was just a bear, in it's natural habitat, it wasn't it's fault the clearing felt so haunted—

But then the bear looked up.

Looked at them.

It's eyes were red.

And they turned and ran to the left, the bear hurtling for them, and Michael heard panicked shouts to run for water, wondering where they were coming from before understanding they were coming from him.

Kaplan bounced as him and Matt ran forward with him, and he let a moment of sympathy go by for Kaplan, who's broken leg would never even begin to heal if they kept running around like this—

And the moment vanished as they crashed through the final trees, narrowing, thinning out as they ran—

Into another clearing. A dead end, a top leading to a gorge.

The ravine itself was muddy, dirty- but, as he looked down, he was relieved to see a river.

He'd gotten his water, at least.

Michael looked at Matt, at J.D and Rain, and then at Alice, and said, "We have to get down there."

They stared at him incredulously—

But then the bear burst through the trees, running for them, and they threw themselves over the edge.

The gorge wasn't nearly as deep as it looked, but the steep hillside was rock and they slammed into it as they flew down the hill, feeling more like a small mountain to Michael—

And then he smashed to the bottom, falling into the rocky shore of the river. He took a quick check around him, looking for the others- Matt held Kaplan, was pulling him into the water, Alice following behind, J.D staggering in, holding Rain in his arms—

And he crashed into the water, following them without further ado as the bear finished it's lumbering, but still far more graceful descent down the ravine.

They waded out as deep as they could go, the water up to Michael's neck, Matt and J.D holding Kaplan and Rain, the shortest of the six, above the water.

The bear wandered down the shore, and Michael remembered suddenly that grizzlies could swim, swim better than humans, and held his breath as the bear pawed at the water—

And tore itself back with a throaty roar of pain, falling onto the ground on it's butt- a completely un-bear like movement that would have been funny had Michael not been standing inches away from it—

And then, as the six soaked adults watched in disbelief, it turned and lumbered away.

End

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