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. Also... watch the RE commentary and you'll find a little snippet of conversation from this chapter. LOL. Which, of course, thus belongs to the actors, producer and director.

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

Author's Notes: Again, a thousand thanks to everyone for their reviews! My apologies, as I'm uploading these final three chapters of "Fading Away" before posting each one every week or second week and thus have no idea who's reviewing- so I can't list names as I usually do!

"Y" for spaces...This chapter is long... an early make-up for the next, which I think will be rather short in comparison!

I must say, you people are going to want to stone me after reading this chapter. LOL. Three weeks, almost a month of no updates and then this? LOL! But it had to be done, and I do apologize.

Again, thank you for reading.

Fading Away

Chapter Six: The White Rabbit's Sacrifice

They had been in the safe house for over two weeks now.

In those two weeks, things had changed. People had changed, and whether it was for better or worse, Kaplan didn't know.

The silence, the utter monotony of their daily routines weighed heavily on all of them, and over the last two weeks, each person had found different ways to deal with it.

Michael had been quiet, even utterly silent at times. Firmly believing that he "wasn't part of the group anyways", he used this excuse to hide away in the room him and Kaplan shared, reading and writing to pass the time.

J.D had been his usual self, cocky and laid back, at times almost irritatingly so.

And Alice, for once, had been surprisingly cheerful.

Kaplan's own sudden recovery, he knew, had been a partial cause to it. To the surprise of everyone, the bed-rest and simple anti-biotics he'd been taking had worked amazingly well, not only slowing, but stopping the infection from spreading throughout his leg.

Always rational, Michael had warned Kaplan not to get too excited, that the infection could kick back in any day without the slightest of warnings.

But it was hard to care when finally, for once, Kaplan was actually coherent, actually awake all day like a normal human being.

And everyone shared his happiness at his recovery- even Rain.

Rain had been bored ever since they'd arrived here. And now, fully recovered, she'd grown particularly antagonistic, stomping around the house and venting her boredom and frustration through accusations and complaints.

Over time, each adult had developed their own way of dealing with her. Michael would leave the room immediately, leaving Alice to either ignore Rain or change the subject.

And J.D, in his own characteristic way, had developed his own method of dealing with the ever-cranky Rain. Whenever she complained or lashed out at him, he'd respond in kind, making fun of her in the teasing, slightly mocking way she would only accept from him.

All tactics worked well with Rain- after a moment of silence or ignorance, she'd become exasperated with their lack of reaction and either find someone else to terrorize or give up completely.

The only tactic that ever backfired was J.D's- whenever Rain was particularly cranky, she would take far more offense at J.D's words than what was meant and engage herself in an impromptu shouting match. Which was when J.D would resort to either Alice's or Michael's plan of action- changing the subject or ignoring her.

Either way, Rain always stopped shouting.

Eventually.

But out of all the people living in here, the only person she was ever quiet around was him. Kaplan.

Never in a million years would he have expected Rain to spend so much time with him, sitting quietly, reading with him, playing cards or just talking to him. She had always written him off as some boring computer geek, and while she'd never been particularly mean to him, she'd never seemed to much care about what he had to say either.

A lot of the time he thought she hung out with him because he was weaker than her, still bed-ridden and bored most of the time. It wasn't a pity thing- Rain Ocampo had never been about pity. But in a strange way, he thought it comforted her to know that things could be worse, that she could be stuck inside one of the tiny bedrooms all day long, instead of stomping around the house, looking for something to do.

She was never rude to him, never lashed out at him. She teased him a lot of the time, making fun of him for whatever reason she could, but she never complained or whined to him.

He knew that she spent most of her time, when she was with the others, either arguing or yelling at them- but he didn't really mind. None of them did.

For one thing, she didn't mean most of it, was just looking for a way to vent. They knew it as well as she did.

And even if they didn't... it didn't matter. Rain had, would always be, the tempermental one out of the six of them. She would always be the one to have her little outbursts, to shout at someone for no reason, to stop talking to someone simply because she was pissed off at something else entirely.

That was just the way it was. And the others accepted that, as one accepts a tempermental toddler, as a trait both endearing and absolutely exasperating in Rain.

And so it should have been fine, her frequent outbursts and complaints. They should have all been used to it, ignoring it as had become natural to them.

Except Matt had been acting the same way. Angry, snappish- even worse then Rain, in a way. Rain Ocampo could be an absolute bitch when she put her mind to it- but she never meant what she said, and her outbursts were as short as they were sudden.

Matt, on the other hand, had spent each day in a silent rage, snapping at those who tried to talk to him.

It was completely out of his character, but unsurprising to everyone. People reacted in different ways to different things- and the tiny space was obviously getting to Matt, as it'd been affecting everyone.

Out of all the people living in the isolated safe house, Alice was the only one he could stand to spend any time with- and the two spent away most of the days in the room they, Rain, and J.D shared, talking about whatever they talked about.

Kaplan could hear them sometimes- the walls were thin- and Matt was never loud, never snappish around Alice. When the two were together, he was his old self again.

But around everyone else... he was a completely different person.

And so they tiptoed around him. Being as polite as possible, while exchanging as few words as possible.

And it should have been okay. It would have been okay if Rain hadn't been in the exact same mood as Matt, if Rain had been the type to back down instead of starting an argument.

But she wasn't. That's what made her and J.D such a lethal combination- both constantly shot their mouths off, not giving a damn what people thought, and both were entirely incapable of backing down.

And, for some reason, both were entirely too amused by their own wit.

But out of the two, J.D had the reasonability gene that Rain seemed to lack. Even he had been smart enough to keep out of Matt's way for the past week.

But Rain... Rain was only too happy to argue with Matt.

And argue the two did, raising absolute hell it what suddenly seemed a tiny safe house. They fought about anything and everything, from weapons to strategy to what was better, rye bread or plain, the last fight ending in a literal food fight before Alice came in and broke it up.

And that was the other thing. Matt hadn't been only snappish lately, but violent, too, throwing chairs, breaking glasses, smashing whatever was close and available. Alice's intervention in their frequent fights had become not only bothersome to her, but dangerous as well; she was constantly ducking errant glasses, chairs, or magazines, whatever Matt had happened to find at the time.

Bed-ridden, his leg in a splint and cuts stitched up, even Kaplan was all too aware of how quickly their friendship, teammate-ships, whatever relationships they'd had were deteriorating.

He thought about this as he dropped an queen of spades on the pile in front of him.

And as J.D added an ace of hearts to the gradually growing pile, other thoughts of other relationships entered his mind.

And as Alice continued, laying down a two of spades and shoving the pile of cards across the table to J.D, he hesitated only briefly before the words broke out.

"Do either of you-" he stopped, cleared his throat. "I mean, does anyone know what happened to Jessica? Or Amy?"

His daughter, his wife. The two most beautiful girls in the world to him, the loves of his life. Him and Amy had been married for six years... and Jessie would have been three last week.

He had been thinking about them ever since he'd been snatched out of the train, thrown onto the grimy tracks and into completely unconsciousness.

He'd been thinking about it ever since the Umbrella team sent to the Hive had found him there, had been forced to leave him half-dead in the middle of the street to save their own sorry hides.

Ever since he'd opened his eyes again to meet Alice's vivid blue ones, he'd been thinking about them.

And he hadn't asked about them because he feared he already knew the answer. That they, along with the inhabitants of Raccoon City, were gone. Dead.

But a part of him still had to know for sure.

Alice and J.D exchanged awkward looks before both looked at him, sympathy written over their faces.

"We don't know," Alice told him softly. "We haven't- none of us have seen them."

He nodded. "Yeah." Took a deep breath, trying to focus on other things. "What about everyone one else's families?"

"My parents live in Berlin, J.D's aunt and uncle live in New York... Michael's sister and mother are probably dead."

"What about Rain?" he asked. "Is she going to look for her dad?"

J.D snorted. "Stepdad. And are you kidding? She couldn't care less what happens to the abusive bastard."

Alice looked shocked, looking first at Kaplan and then at J.D. "He hit her?"

J.D laughed. It wasn't a happy laugh. "He tried to drown her, actually. And that was after he beat her mother into a fatal miscarriage and beat Rain for about twelve years." He shuffled his cards again, laid down another queen. "So trust me, she doesn't want to find him."

Alice's expression was equal parts shock and sympathy. Kaplan had reacted the same way when Rain had told him over one of their card games- she had mentioned it nonchalantly, but it was obviously upsetting to her- and found hard to believe that that could happen to someone like Rain Ocampo, who was one of the toughest people he knew.

Thinking about Rain's childhood made him think about his own daughter, what she had, could still be going through, and he shook his head slightly, trying to escape the thoughts. Thinking about it wouldn't help, would only make him more depressed- there was nothing more he could do.

Fortunately, his thoughts were interrupted by the shatter of breaking glass. Matt's and Rain's shouts echoed the shatter, and Alice adopted a look of exasperation, staring at the ceiling as if it would somehow answer her unasked questions.

J.D snickered. "Looks like another job for you, Mommy," he said cheerfully, using the nickname Rain, in a fit of exasperated sarcasm, had gifted her with. Occasionally she meant it in a nice way- but most of the time it was a rude protest against her constant role of referee in her and Matt's arguments.

Alice rolled her eyes, a very un-Alice like gesture, and left the room as J.D collected his cards, her cards and Kaplan's, shuffling them together and then dealing them out, starting a new game of War.

y

Red wine seeped over the kitchen floor, sinking through the cracked tile and crevices. It mingled with the shattered remnants of broken glass spread throughout it and as Matt stared at it, he realized suddenly how similar Chantilly #5 looked to blood. They both had the same thickness, the same texture and color. Each had the same black qualities, the same hint of darkness concealed within the bright red.

With some effort, he raised his focus from the stained flooring to Rain, glaring at her as she continued to shout at him. Her face was flushed, her eyes bright, flashing with intensity as they always did when she was mad. With all the fighting they'd done, he'd not only figured out her angry expressions, vulnerable spots and tactics, but had also honed the immensely effective skill of tuning her out completely.

And he needed to sometimes. Because when he listened, it was all too much for him, the rage buzzing inside his head, his hands itching to throw and break not another glass or chair, but Rain herself.

It was too much to handle, listening to her shout at him, all the while trying to control his murderous intentions and unbidden thoughts. Especially when he was so fucking logical about it, knowing that, beating Rain by about a foot and seventy pounds, it would be an easy fight, ended quickly with her blood splattered across the floor instead of the wine—

He didn't want to think that way, couldn't let himself think that way, and he shook his head, trying to rid himself of the thoughts—

Which turned out to be a bad idea, because he couldn't ignore Rain anymore as she shouted at him.

"-and you're the one who fucking broke it in the first place! You're the one who keeps starting all the goddamn fights—"

"You know what, Rain?" he bellowed at her in return. "You're the one who doesn't know when to shut her fucking mouth!"

That only fuelled her fire, and he could see her eyes flash, practically hear the words of abuse she opened her mouth to let escape—

But she was interrupted by Alice, who, at some point, had entered the kitchen.

Matt blinked. Had she seen him throw the glass?

He didn't think so. Hopefully not, anyway.

Alice had been worried, nervous about his apparent anger management issues and as a result had been watching him closely lately, despite all his reassurances that he was absolutely fine. Despite the concern he knew was behind her actions, it still pissed him off to no end. He didn't need another person constantly hassling him. Particularly not Alice, who, he sometimes felt, was the only person he could bear to be around for long periods of time.

Looking up, he was slightly reassured to see that the expression on her face was one of exasperation and not worry, and waited silently for her to speak.

"Matt, Rain-" she began. "Look, let's just go sit down or something—"

"We're fine, Alice," Matt grated. "We're just having a conversation."

"Matt, you're not just—"

"Alice, we're fine—"

"Look, you guys, just stop yelling—"

"Just get out!" It was him and Rain that time, both switching their glares from one another to Alice, finally agreeing on something for once—

And Alice finally lost it.

"You know what?" she shouted at them. "I am sick of acting like your goddamn mother! All you ever do is fight, and Kaplan's trying to recover, we're all trying to sleep and you're in here shouting all day and night!"

She paused, took a breath, and as she did, all of the fire in her suddenly seemed to fade. She looked exhausted but thoughtful as she regarded them both closely, standing silently like two little kids caught misbehaving. "You know what?" she said finally. "I can't take this anymore. We need to get out of here."

Matt frowned. "What do you mean?" he asked warily. "Kaplan's still—"

She shook her head. "No. We'll just go into the library, get out of this house for awhile."

Rain was nodding, looking enthusiastic about the idea, and Matt nodded too, somewhat reluctantly.

"Good," Alice said finally.

"I'll go get J.D and Kaplan," Rain volunteered, practically skipping off to the bedroom, looking more cheerful than any of them had seen her in weeks.

Like some little kid going outside to play, Matt thought with a grin, and instantly felt bad about the way he'd been yelling at her, at all of them.

He just- couldn't control his anger anymore. He didn't know why.

At least he hadn't blown up at Alice yet. And he never would.

He'd find a way to control his anger. It was just taking awhile.

They had nothing to worry about.

y

Despite the fact that the coffee was cold, tasteless and weak, for the first time in days- no, weeks- Alice was comfortable.

They sat together in the library, which, despite all Umbrella's current activity was still immaculate, beautiful and tranquil.

The room itself was huge, a stretched octagonal shape with wide windows and a massive skylight built into it's roof. It was filled with wall to wall bookshelves stuffed with every book imaginable- her and Spence had both been avid readers- and, set in the middle of the room was a delicate, antique mahogany coffee table and an exquisite set of couches and armchairs. Their creamy, gold-trimmed color was a beautiful compliment to the two classical pillars which flanked the wide double doors they'd used to enter the library.

They only thing in the room belying it's natural beauty was the heavy sheets of metal covering the doors and windows- even the skylight- which blocked out the moonlight, forcing them to rely on lamps instead.

That, and the three assault rifles thrown carelessly over one of the armchairs.

Just in case.

But still, the room was beautiful- and for once, the atmosphere was peaceful, a welcome contrast to the stifled world they'd been living in.

Kaplan lay across one of the couches, looking comfortable and content. Rain was lying across the massive armchair next to him, her legs dangling over one arm. J.D sat on the other arm, his feet propped up on the coffee table.

Alice, Matt, and Michael were squished onto the couch across from them. Despite Michael's protests at coming along, she'd insisted on it, practically forcing him to come along.

He looked comfortable though, sitting where he was- he was just shy, was all.

And young, and inexperienced- but then, Rain was even younger, only 21 to his 23, and it's not as if the rest of them, besides Kaplan, at 32, were much older.

And experience or no experience, he was smart, logical- and strong too.

He had to have been, to have survived seeing his sister after the T-virus had mutilated her.

But he was here, they all were, and despite the fact that they were crammed in so close on the delicate couch she was sitting practically in Matt's lap, she was content.

And, truth be told, she didn't exactly mind Matt's close proximity. The two had grown close in the past two weeks, close enough that she had wondered at times if there was, could be, something more to their relationship than just simple friendship.

But she thought more about Matt himself than what could possibly be growing between them. She worried about his temper, his sudden violence-

She shook the thoughts from her head. She couldn't, wouldn't think about it. Not right now.

Instead she focused one everyone's reactions as she finished revealing her own theory.

For a moment, there was total silence. Then Matt, a small smile on his face, said, "I like it. Especially the Rain being Tweedledum part."

Words they would have expected at the time to be filled with malice were instead spoken in a gently teasing tone.

And Rain, for her part, laughed. "Are you kidding, man? I'm Tweedledee."

"J.D is Tweedledum," Alice interjected.

"J.D is Tweedledum," Rain finished, as if Alice hadn't spoken.

"Yes, I'm Tweedledum," J.D said with a snicker, emphasizing the last syllable.

"How did you think all this up?" Michael asked, looking curious.

She shrugged. "It just occurred to me, watching Rain and J.D, their resemblance to Tweedledee and Tweedledum... and the rest just followed." She pointed at the table, at the book sitting atop it. "And when I saw Alice In Wonderland on the table, I just remembered it."

Rain looked surprised. "It was just sitting here on the table?"

Alice nodded.

"That's pretty ironic," Michael said. His tone was solemn, and dead serious, as if he was speaking to mourners at a funeral rather than their little group.

Alice grinned, and then suddenly she was laughing, her amusement echoed by the rest of the group.

Michael flushed, but then began to laugh as well. Alice didn't know why they were laughing, didn't care. All she knew was that it felt good to laugh again—

And their laughter was abruptly cut off by the sudden whir of machinery.

They glanced around the room, at one another immediately, searching for the source of the sound—

And then, as the lighting in the room began to brighten slightly, they looked up.

The heavy metal sheeting, previously providing security over the flimsy glass skylight, was slowly sliding back.

Looking around, Alice realized it wasn't just the skylight- the windows, even the doors, were opening too.

And then, with one final thud, it was over.

It was dark outside, nearly midnight. The full moon was bright in the dark sky, it's light echoed by the thousands of tiny stars blinking over the shocked group.

The room was utterly silent as they stared at the ceiling, waiting for something to happen, for some abomination to leap through the glass—

And nothing did.

Matt looked at Alice. "Did you-"

She shook her head. "No." She was surprised to realize she was whispering as she added, "I don't know what happened."

They were silent again, all staring up at the ceiling.

Finally Michael spoke. "I think maybe we should all get back downstairs—"

And then the skylight exploded as the monster crashed inside.

They were on their feet in seconds, Matt and Michael lifting Kaplan, all six of them running for the doors as the monster righted itself and ran after them.

Alice slammed her hand down on the control used to shut the door, praying that it would work, praying that whatever had affected the skylight hadn't affected the doors—

And her prayers were answered as J.D threw himself inside, the three rifles clutched in his arms, the doors slamming and splicing the monster's fingers.

It screamed, a bestial tone somehow familiar to Alice as she ran for the keypad, Matt holding back the curtain for her.

She pounded the code in as the metal covered doors began to shriek, completely unaware of J.D handing a rifle to her and Matt—

Access Denied.

The words flashed across the screen, Alice staring at them as panic grew inside her.

"What?" she whispered breathlessly, staring at the keyboard.

"Alice?" Matt, sounding concerned. And, she couldn't help noticing, edgy. As if he was trying to control his anger. "What's going on?"

"I must have typed in the wrong code," she told him, struggling to believe her own words as she typed in the code again, chanting the numbers under her breath. "Two-four-nine-eight-six-seven".

Please Enter Your Name.

She typed in "Alice Parks", waited. The same fucking message appeared across the screen and she tried again. "Spencer Parks." Nothing.

"I don't understand!" she shouted, slamming her hands down on the keyboard. "Why isn't it working?"

"Try James Stevens," Matt told her, glancing edgily over his shoulder. Sparing a glance, Alice realized the heavy metal door was actually bending inwards even as she began to type in the name, Matt explaining, "It was on the Umbrella security card I found—"

Processing.

"Oh thank God," Alice whispered, staring at the screen, willing it to hurry.

They didn't have much time.

She could hear the monster hissing as it slammed itself against the door and realized it was the same one that had found them in the pipelines—

And ceased to care as the next words flashed across the screen.

Please Enter Your Password, James Stevens.

She looked at Matt, who stared at her, eyes wide. "I don't know. I don't know where the card is."

She remembered then, with a sudden thud of fear, the small card, the goddamn security card hitting her face as it flew down into the pipe.

"We have three assault rifles," Matt told her. "We can fight it off—"

She shook her head. "No. We don't have near enough ammunition to take this thing out and Kaplan's in no shape to fight." Turning, she called out to the others, "Let's try the other room—"

And the door flew in, slamming into J.D and knocking him to the ground.

Alice stepped forward, raising the M16, Matt flanking her as the monster stepped into the room—

Into the light.

It looked almost human, with the same shape and build of an average man- but it's skin was burnt red, veins spread through it as if it'd been turned inside out. It's fingers were long and scraggly, ending in foot long claws covered in blood and skin, human skin

But the biggest difference, the one thing giving him away to any particularly dense person, was the web of metal and steel alloy where it's legs should have been. They were stained with the same blood but more powerful looking, ending in the same claws as the ones on it's fingernails.

And the sound. Nobody would be able to mistake that hissing for human, no matter how blind they were.

Alice shivered involuntarily as it hissed again—

And froze, her grip on the rifle slipping as her gaze fixated on it's face.

Despite all of the blood, the twisted veins, the features were the same. The eyes were the same- only now, instead of the warm brown color they'd always been, they glowed a rage-filled red.

But she could still tell who it was, who it had been.

Spence.

She realized this as he slammed one bloody fist into her face.

She flew across the room, slamming into the wall, Matt helping her up before she was even aware she'd landed.

The monster- Spence- was advancing on them and she realized suddenly they were completely helpless, their rifles dropped on the other side of the room—

And the room was filled with the sound of gunfire as Michael, who at sometime had picked up J.D's fallen M16, bulleted Spence with it.

He turned to face Michael, rage spread across his features, and Matt and Alice finished stumbling to their feet picking up the other two rifles as they rushed into the next room.

She stood at the door, Matt flanking her as they covered Michael, who dived in after Rain and J.D, dragging Kaplan with them—

And Spence smashed into the door again as it slammed shut.

She rushed across he room to another hidden keyboard, shoving the desk blocking it aside and dropping to her knees in front of it. It was hopeless, she knew it was, but what else could they do?

She began to type in the original code, noticing as she did that the door had already begun to bend in. The bullets Michael had shot into Spence had obviously had no effect- if anything, they'd only made him more pissed off, even stronger.

She glanced at the screen as she finished entering the code—

And her mouth dropped open in shock. It was open, it was fucking open- it was an entrance located halfway across the mansion, but it was open.

Elated, she turned to face the others—

And stopped, the words dying on her lips as she looked at Kaplan.

He sat slumped against the wall, his face pale and exhausted, obviously in pain; with his barely recovering leg, all the running around they were doing couldn't be helping.

There was no way they'd be able to make it out alive with him. He was a liability, there's no way they'd have time carrying him the whole way—

His gaze met hers, her own despair echoed in his eyes, and she turned away, disgusted at herself for even considering leaving him behind.

Instead she turned back to the others, shouting, "I opened another entrance, we have to go—"

And was cut off when Kaplan, Matt and J.D hurrying over to lift him, told them, "No."

They backed off, looking shocked as he added, "Go without me."

"Kaplan, no." It was Rain, standing next to J.D and looking far more upset than Alice would have expected of her.

"You have to," Kaplan said quietly. His expression was nervous, fearful, but resolute. Alice looked away.

"We don't have any other choice," Michael pointed out quietly, watching Alice warily.

The metal shrieked, and Alice jumped. "No. No, we can't just leave him here to die—"

"If we don't, we all die." Matt told her.

She stared at him, at his solemn expression, wanting to scream, throw a temper tantrum. It wasn't fair, wasn't fucking fair, Kaplan was just starting to improve—

And then he smiled weakly at her, making her feel inexplicably more heartsick, and said quietly, "Go ahead. I'll be fine."

She stared at him, wishing she was brave enough to refuse and stay with him instead—

And then they were running as the metal door burst inward, rushing into the next room and slamming the doors shut.

They could hear Kaplan screaming as they ran through the next room and the one after that, only increasing in it's velocity.

And three rooms away, Alice realized suddenly that she was sobbing as she ran, as Kaplan's screams reached their highest pitch—

And then abruptly cut out.