Claire woke, sputtering as she tried to draw a breath around the water. Once she started coughing, the water trickles to a stop. Taking a moment to draw a few painful breaths, she looked up to take in her apparently new surroundings. Immediately her eyes were drawn to Leon who winced as she caught his sight. While he was grappled from behind by one of Umbrellas armed lackeys, his wince didn't seem to indicate any pain he was in. Instead, she realize it was probably from her current appearance.

Okay, in hindsight, she shouldn't have believed that it would be as simple as being caught by Umbrella and reunited with Leon wherever he was being held. But she had assumed that would be the case until she entered the small, dark tent. She had been able to make out a white folding chair in the center of the room, the chair that she was then forced to sit in. They quickly bound her arms behind her. Several of the soldiers then filed back out of the tent, leaving only two behind to watch her.

She sat there in silence for several minutes, fighting back the panic that was slowly beginning to rise. Did they have Leon in a similar tent? Was he still alive?

Damnit Claire, shut up and focus.

No time for that train of thought. She looked around for anything to jump start her brain into figuring a way out, but unfortunately there didn't seem to be anything else in the room except herself, her chair, and two guards.

No, scratch that, she thought as a large, hulking shadow entered the room, I don't want to forget the life of this party...

Her dry mental humor was her last attempt to keep herself from completely panicking, and up to this moment it had been working rather well. But now as she stared up at this man before her, watching him crack each knuckle methodically, she wasn't sure she'd last much longer.

While she hadn't heard much of the conversation that went on between Leon and the Umbrella unit now in Raccoon, she had seen this guy. He seemed to be number two around here, and Claire felt a tad hurt that she didn't warrant the presence of Number One.

I'll count that as a good thing - maybe his time's tied up with a still living, breathing Leon.

It was the thick fingers under her chin that brought her out of her thoughts. Dear God, even his figures are muscular! She swallowed hard as he brought her gaze to him. His accent was a thick russian, but his point was clear.

"Give me the girl."

Claire just sat there in silence, staring at him. She fumbled for ideas, words - anything - but couldn't come up with two thoughts to string together as this very large, eerily calm man loomed over her. He removed his fingers from beneath her chin, but Claire couldn't take her eyes off him. He took a step back, still glaring down at her.

"The girl," he said again. Not asked, no - asking would imply that he required Claire to give him something. He needed nothing from her, Claire realized; as far as he was concerned Claire would be begging to inform him of everything she knows.

She found herself still frozen, but the tone in his statement made her feel the need to tell him something. She managed to get out, "What girl?"

Before the last syllable left her lips, he backhanded Claire across her face. Not a warning slap, or an attention-getting slap. A full blow, star-studded, chair rocking belt across her jaw. She let out a pained cry as she tipped to her left, barely regained her senses in time to catch herself. It was while she was tasting blood from her newly split lip that she realized one of the soldiers had approached her tormenter and was now mumbling something to him. She was only able to catch the words, "Captain .... Major Steiner ordered .......he'll be here....," before the Captain' cut him off with a cold, swift motion. They took it as a dismissal and moved back to their posts before he turned his frustration onto them. He now looked back at Claire.

"Don't play games with me, Ms. Redfield. Give me the Birkins girl. Now."

Claire noted that he knew her name. He also knew that the girl had been traveling with her at least part of last night. It was what she had originally suspected, but hoped was not the case. She had come across the control room as they wandered around Umbrella's underground lab, and she was able to track Sherry and Leon on several of the monitors. At the time a twinge in the back of her head warned her that it was likely that Umbrella headquarters could track their movements as easily as Claire just had if the cameras were still transmitting. Unable to do anything about it at that point, she dismissed the idea and hoped it wouldn't come back to haunt her. Looking at the Captain now, that small twinge had grown into full blow fear. Still, she couldn't afford to loose it now.

"Oh, the brat," she blurted out, quickly thinking of what else she could verbally throw at him. With as much disdain as she could muster, she continued "She was following me for a while last night, but the second we got out of the lab, she split."

Claire watched to see what reaction her testimony would provoke in her interrogator. The Captain did not seem amused and was winding up to give her another backhand when Claire wince and quickly stammered, "No, really! She ran off to God-knows-where. She played me like a fool and told me as much after I had busted my ass to get her that antidote. That little monster was just as manipulative as her parents. Good riddance to the entire lot!"

Not a bad performance, Claire admitted to herself as she remained cowered down and away from Nicholi. The lack of immediate retribution helped boost her confidence, and she allowed herself a chance to look up about the same time he reached down and grabbed her by her throat. Those same muscular fingers dug into her neck, leaving her gasping as he cut off her air supply.

He continued to apply pressure to his viselike grip as he leaned forward, looking straight into her desperate eyes, "You will stop jerking me around. You will tell me exactly what I want to know and nothing else." Again, it was a statement of fact to him. He had no doubt he would get exactly what he wanted as he released his grip. Claire bent over, gasping fresh air into her burning lungs. Her pulse was racing - half out of fear, and half out of anger. She may be stuck here, but she was not going to play the victim.

Keeping her head low, she took long, deep breaths to make it appear she was just now recovering from Nicholi's threat, which was not far from the truth. He loomed above her, silent and waiting. She risked a glance up to Nicholi, and when he realized that hers was a glare of angry defiance and not fearful compliance, he wound up for another attack.

He wasn't fast enough.

Claire kicked her leg out fast and hard, nailing Nicholi squarely in the groin. A low, painful grunt escaped his lips as he slipped down to his knees, but Claire wasted no time. She got to her feet, her body bent in the still sitting position on the chair, watching as the two surprised guards finally sprang into action.

Claire half stood, facing the guards running towards her. One approached from Nicholi's left. Just as he reached out to grab the top of Claire's chair, she swung around and knocked him back with the chair's legs, but did not succeed in knocking him down. She looked up to see the other guard now upon her, so she ran towards him, attempting to tackle him with the side of the chair. She hit him squarely in the midsection, knocking the guard onto his back, the wind completely from him.

Balancing herself, she kicked the second guard in the face, hoping he was down for the count when she felt the other one grab the chair's frame. She was pulled backward and off-balance. The moment she had both feet planted on the ground, she slammed the chair back hard into the guard's face. It succeeded in disorienting him, but he did not relax his grip. Instead, as he lost his balance, he pulled Claire on top of him, chair and all.

Claire took a moment and regain her senses. She had fallen backwards on top of the soldier, then slid off to his left after they hit the ground. She was now laying awkwardly on her left arm, still wrapped around the chair. Quiet, she listened to the movement behind her. The guard let out a barely audible moan, but remained motionless.

Awkwardly, Claire attempted to right herself. She shifted herself so that her weight was distributed to her knees and the left side of her face. The coarse, rocky ground scraped at her cheek, but with her hands bound behind her, she didn't have many other options. Carefully, she pushed off the ground with her face and shifted all her weight to her legs. There were a few seconds of wavering, but it seemed that she righted herself in time.

Taking a deep breath, shifted her weight again and slipped one of her legs out so that she was now only kneeling on one leg. Her balance was now precarious at best. This was not a position she wanted to be in when the bad guys came too. Looking up to check on the sleeping forms, Claire only got a glimpse of the very irate Captain right before she caught his right hook across her face.

Until this moment, it had all been blackness. Now she was laid out on the dirt floor of the tent, looking up at an angry Leon and a pompous ass she guessed was "Major Steiner". Claire moved some of the wet hair from her eyes as she watched Steiner walk over and set an empty glass on a table strewn with maps. She tried to grimace in his direction, but found even that subtle an expression was too much for her swollen face. She lifted a hand to her cheek, feeling its tenderness and imagining the bruise that had already developed.

Steiner turned and looked down upon her, "Welcome, Ms. Redfield. I apologize that our hospitality has been less than stellar, but I guarantee that will improve in proportion to how cooperative you become in the next few minutes." He made a motion, and immediately two guards came forward, grabbed Claire by her arms and lifted her into a chair that had been placed behind her. The guards stood on either side of her with a hand on each shoulder, keeping her in place.

"I don't have anything I can tell you. You're wasting your time," Claire told him. It didn't sound all that convincing, but some of her fight had been knocked out of her in the last tent.

Steiner shook his head, "It would be very unfortunate if that was the case. You see, I've already wasted time on Mr. Kennedy here. I am not a man of action as much as I am a man of results. I believe getting you to talk would give me the results I am looking for, but it seems that Captain Nicholi's method was not the way to go about it."

Hearing Steiner criticize his work, Nicholi took a step toward the Major, but Steiner put up a hand. "A moment Captain - I was not faulting your work. I was merely commenting on the strength of Ms. Redfield's will. I do not think threatening her will get me the results I want." This seemed to calm Nicholi for the moment. He held his position. Steiner moved away from Claire's area and wandered over to where the guard was holding Leon. "On the other hand, I do believe that she is of the moral fiber that by threatening Mr. Kennedy, she will give me the results I desire."

Claire's heart began to race. She was prepared for another round with Nicholi in a dark room, but she hadn't expected Leon to be brought in the middle of this. Leon started to struggle, trying to get out of his captor's grip, but one of the soldiers moved in front of him and drove a fist hard into his stomach, knocking the wind from him. The guard behind Leon was larger and stronger than the weakened police officer and was able to hold him. The right hand under Leon's chin gripped tighter, forcing Leon's head to turn to the right while the other hand shifted towards Leon's wrapped shoulder, squeezing it slightly. A sharp grunt escaped the winded officer. Claire had to do something before things got worse. "You can't - I don't have anything for you. What do you want from me?" she yelled, panic seeping into her words.

"Give me the girl. That's it." Steiner said matter-of-factly. Claire inadvertently shook her head at him and immediately regretted it; she didn't want to give him any indication she was hiding something. Steiner tsked as he turned toward the guard. Claire winced as she watched the guard tighten his hold on Leon's shoulder.

To his benefit, Leon tried to put on the brave face. He called out to her through gritted teeth, "Don't tell them anything, Claire. We're both as good as dead anyway."

To true, Claire thought to herself. She knew they weren't getting out of this, but she couldn't stand seeing them dig into Leon either. Even though Nicholi hadn't bitten into her acting earlier, she had to try again, "I don't have anything to tell - I don't know where she is, she ran off after we got off the train." She then turned to Steiner, "Now that I look back on it, it seems to me she was trying to get out of here before you showed up."

Again Steiner shook his head, "Unlikely, Ms. Redfield, even if I believed your lies. She lost both her parents last night. Raccoon City was her home. What, did you think she'd want to follow you home and start a new life? I think you know as well as I do that Sherry's much brighter than that. She's very bright in fact - takes after her parents in that way. No, she's more aware of the reality of her situation than most people would give her credit for. Why else do you think she survived so long while so many of the city's populous fell to the virus' power? She knows her options. She also knows that Umbrella as been a part of her family since long before she was born. William Birkin's betrayal was sudden, too sudden to plant any seeds of doubt in her mind. Once we find her, we'll explain to her what happened, about the terrorists that killed her father and stole his work, and how Umbrella will take care of her and help her continue on with her parent's legacy. It really is touching, don't you think?"

"I think you a sick, crazy bastard," she muttered. Claire could barely stomach the line of crap she was just fed, and was convinced more than ever that she would die before she told them where Sherry was headed. "And you're deluding yourself if you think she didn't seen enough last night to convince her that Umbrella was responsible for her parent's deaths."

"You may be right, Ms. Redfield, but Umbrella has ways around that as well." He stop his pacing and leaned towards Claire, "You suddenly seem to have much more concern for the brat' that had used you and ran off. Enough concern to compel me to continue with the interrogation." Steiner turned towards the soldier again, nodding slightly. Leon cried out as Claire watched his thumb begin to press into Leon's shoulder.

"Stop it, damn you! I can't tell you what I don't know!"

Steiner now took an aggressive step forward as Leon let out another aggravated cry, the soldier's thumb working even deeper. "I beg to differ, " Steiner said in a low, irritated, crisp tone. "Instead, you don't tell me what you do know, and therefore waste even more of my time. We can speed things up. Nicholi can take over, and as you know, his approach is much more aggressive." On that chilling note, Claire looked over Steiner's shoulder at Nicholi, who was now pulling a knife out and heading over towards Leon. She was just about to renew her protests when Steiner's radio crackled to life.

Taking a few steps away from both Leon and Claire, Steiner replied to the crackly voice. Claire was unable to make out what was being said, so instead looked to Leon. He was breathing heavily, his face wet with sweat, but he looked up in time to catch Claire's eyes. He no doubt saw the panic in her face- she couldn't help it, she was unable to contain it anymore - but he seemed to disregard it. Instead he was trying to comfort her with his gaze, giving her all the strength and support he could muster. Still the damn optimist she thought to herself as she watched him, even against odds like these.

Claire had no time left to her thoughts as Steiner turned from his conversation and looked from Leon, to her, then to Nicholi. New fear arose inside her, for the look he now wore was one of great satisfaction.

"Nicholi, take two men and head downtown towards the shops on Clark Street. Keep a sharp eye out - our young prodigy has been seen heading in that direction."

Claire's heart sank. Sherry came back. Oh God, why did she come back? She watched Nicholi and he put his knife away and point to two other guards in the tent. He headed out into the coming night with the two soldiers falling in step behind him. That left one guard holding her in place, one guard gripping Leon, and the immensely smug Captain Steiner.

Obviously very please with himself, Steiner turned towards Claire. "I want to thank you for your help, Ms. Redfield, or lack thereof. Working with you two was amusing if nothing else. I know Nicholi will be upset that he missed his chance...."

Claire let Steiner's monologue drift to the back of her mind as she caught a glimpse of Leon behind the Major. The guard holding him had laxed in his grip, listening intently to Steiner and no doubt await for the order to go ahead and snap Leon's neck. Leon now worked to catch Claire's gaze and began to subtly signal her. He was going to make his move, and wanted Claire to do the same.

She stared just long enough to indicate she understood, then turned her full attention back to Steiner. He was still standing in front of her lecturing, but his focus wavered a moment as his attention was drawn to the tent flap. Claire refocused and tried to listen to what caught his attention. Outside there seemed to be an increase in the sound level among the soldiers milling about the camp. She watched as Steiner listened a moment longer, then dismissed the noise and continued with his train of thought. The event left an almost perfect distraction for Leon to slam his head back into his captor's nose. Claire heard the soldier cry out. So did Steiner. He started to turn around to see what was going on, but Claire managed yet another kick, nailing him squarely between his legs. This time her victim fell to the floor, moaning and curled into a fetal position.

She kept herself from savoring the moment to much and instead stood up, elbowing the guard behind her along the way. He bent forward, holding his stomach and gasping. Claire quickly brought up her knee and slammed it into his face, knocking him back onto the ground. She turned back to Leon in time to see him deck the dazed solider across the face with his good hand. The soldier fell like a sack of potatoes, leaving Leon standing over him, shaking the pain out of his left hand.

Leon quickly turned in her direction, "Are you all right?" he asked in his abrupt, take-charge tone.

"Yeah, I'm all right, " she told him. Leon nodded and turned back to the floored soldier. Claire watched as he knelt down and began searching the body. He seemed to be undoing a belt around his waist, then carefully trying to get it around his own, struggling with his wounded shoulder. He looked up to Claire and nodded in the direction of her guard, "take his belt. It holds ammo and his sidearm."

"Got it," Claire said as she removed the belt from her guy passed out on the ground.

Leon finished putting on the belt and began to look around the room. "We're going to need more if we're getting out of here," he said, mainly thinking aloud, but Claire also had begun to look around the room for some sort of supplement to their arsenal. She spotted a non-descript metal cabinet in the back of the tent and headed towards it. Trying the handle, she found it to be locked, and if there's one thing she learned last night, it was that neither she nor Leon were very good lock pickers. She turned towards Leon, "This might be something, but it's locked."

Leon nodded and looked around for a moment before moving to Steiner's collapsed form. Claire watched as he checked for any signs of consciousness from Steiner, but it seemed that while Nicholi could take a kick and come back for more, Steiner had nowhere near that type of constitution. Searching the body, Leon let out a happy, "Ah ha!" as he came up holding a ring of keys.

He tossed it over to Claire, she caught it and began trying them one by one. About mid-way through the ring, she found the winning key. Leon just made his way up next to her as she opened the door, revealing the cabinet's contents.

Leon make an approving grunt as he reached inside. The first thing he pulled out was an automatic rifle. He looked it over, made sure it was in working order, and handed it to Claire. She had already proven herself with one of these last night, and quite frankly, she was glad to have one in her hands again. Next to Leon, this was the one thing she wanted near her most when surrounded by the enemy. Leon reached in again, this time pulling out the shotgun he had with him when he boarded the train. It had been cleaned up, and Leon found it to be reloaded and in slightly better shape than it had been last time he laid his hands upon it.

"Well, this is an improvement at least," he said as he reached once again into the cabinet. He started pulling out boxes of ammo. He took two boxes of shotgun shells and emptied them into several of the side pouches on the weapon belt he acquired from the soldier. He then handed Claire a clip for the rifle, shaking his head, "That's the only one they have for that. But here," he said, handing her a couple boxes of bullets, "If you get the chance, you can reload it with these." Claire emptied the bullets into her pouches. They both filled their remaining room with as many handgun rounds as they could manage. Once they had taken their fill, Leon took a step back and looked at Claire, "This will have to do."

Claire nodded. Leon had a resolved feeling about himself, but Claire wasn't nearly as ready as he was to get back into this. "Damnit Leon, I don't think I can do this again. I thought we were done! I thought it was over."

Leon's hardened, resolved look melted to concern. He looked as if he was about to say something, then changed his mind to say something else only to stop himself again. It was as if for the first time tonight he didn't have the words. Instead he stepped forward and wrapped his good arm around Claire, trying to comfort her with words as he held her.

"Don't worry, we'll get through this. We did it once, we can do it again. Let's just focus on finding Sherry and getting out of here." Claire buried her face into Leon's neck as he held her. "Steiner said she was headed to Clark Street, right? Well, we'll start in that direction, avoid Nicholi, find her and get the hell out of this town. It's that simple. We just have to start..."

Leon's words trailed off as both their attention was drawn to the sudden sound of gunfire from outside the tent. Claire's body tensed - did they find out already? Were they headed this way? They both froze, expecting a group of soldiers to run into the tent, guns blazing; but it never happened. Leon let go of Claire and they both slowly started to head towards the flap. Leon brought his shotgun up and Claire readied her rifle as more gunfire and the unsettling sound of the troops' panicked yelling grew louder.

Claire moved closer to the entrance, turning towards Leon, "Something other than us has obviously caught their attention. We should probably try to work it towards our advantage and get the hell out of here." Leon nodded and moved to the tent flap, pushing it back and heading out into the camp; Claire following close behind him.

Claire knew that there was some sort of commotion going on, but she wasn't prepared for the complete chaos that now streamed before them. No one had taken any notice that they were there. Instead, half of the soldiers seemed to be running about, some of them with such a look of panic it was obvious the only post they were interested in taking up was far outside the city limits, away from this turmoil. Others were moving forward, firing into the darkness ahead of them. She turned to Leon, who looked at her with an expression that was as confused as her own.

She heard some yelling, commanders giving orders to the troops who were still there. Somewhere ahead, men cried out in a combination of terror and pain. There was the rhythmic sound of dull thudding, as if an elephant was making it's way downtown, and at the same time, the sound of bodies being knocked together. Another shrill scream, immediately followed by a form flying through the air towards Leon and Claire. They both moved out of the way as the body landed with a sick thud. It was face first into the ground, and very much dead. Panic began to flood Claire mind as she gazed down upon the wound that obviously was the killing blow. The corpse's head had a huge, gory hole bored straight through to the back of it's skull. Chunks of skin and gray matter were strewn about it, mixed in the blood flowing out onto the ground.

She couldn't pull herself away from the disturbing image, at least, not until she felt Leon's hand squeeze her left shoulder. She looked at him to find out what he wanted, but he wasn't looking at her. Instead, his pale face was pale and his mouth fell slightly open as he stared ahead. Claire quickly shifted her gaze in the direction he was staring.

Ahead of them, the soldiers were holding their ground, firing upon a hulking shadowy mass that was making it's way through them, knocking any soldiers who didn't get out of its way into the air as if they were no more than rag dolls. As a result, more and more soldiers were parting and heading their separate ways when they each realized the rounds they were firing were doing nothing to stop the creature headed into camp.

As the shape stepped into the spotlights flooding the compound, Claire's mind didn't want to process what she was actually seeing. The creature stood even taller than the monster she knew as Mr. X had been. It was wrapped in some sort of leather outfit; something that looked like it had been haphazardly stitched together from several abstract pieces of leather. Ironically, it also described the appearance of its face as well. The skin seemed stretched over the underlying misshapen bone and practically stapled on to hold it's shape. It was as if the Frankestein monster had risen from the pages of horror fiction and took flesh right before their eyes. The teeth she could see in random glimpses seemed jagged and razor sharp. It's hands were large enough to encompass a man's head, which it proved over and over again as it grabbed some of the soldiers and threw them across the complex. Those were the lucky ones. In the few moments she stood frozen, watching the creature draw closer, she witnessed it grab a man by his head, raise him into the air, and then stab him through the skull with a massively large, meaty tentacle that seemed to come out of nowhere.

Leon seemed to come out his trance first, yelling, "Claire, we have to get out of here!" She half snapped out of her daze, unable to stop looking at the creature - much like someone can't turn away from a car wreck -but still able to start pumping her legs in any direction away from this creature. Leon must have had a similar notion, because Claire made it several yards before she realized that Leon wasn't next to her. She turned to look for him, catching his attention just as he stopped to look for her.

"Come on!" she called to him, trying to see where the creature now stood. Her heart raced as she saw that it was much closer than before, and beginning to wade through the soldiers in Leon's direction. Leon saw it too.

"Hurry Leon, this way!!" she yelled again. Keeping his eye on the monster, Leon nodded to acknowledge Claire's cry and began to work is way over to her. But her blood turned cold as she watched the monster. It's attention was not on the soldiers that were falling under it's feet, but instead, it seemed intent on the direction Leon was headed, and adjusted it's course to intercept Leon in that direction. Leon noticed this too and stopped. They both watched as the creature stopped adjusting it's direction and now headed straight towards Leon. Testing what he already feared, Leon took several steps backwards in the direction he had originally headed, and the monster adjusted it's heading again to intercept.

It's after Leon .....oh God, it's after him!

Leon appeared frozen again, Claire saw, apparently not knowing what to do. The monster continued on, only this time it's vile mouth opened and spoke just one word in a eerily loud, spine-chilling voice:

"S.T.A.R.S"

What the hell is going on? Why he is after Leon? Why is it calling for S.T.A.R.S?

Claire's mind was reeling, but it didn't stop her from starting to run in Leon's direction. Leon looked over at her as she headed his way, but he held up his hand, backing away a few more steps.

"Stop! Don't come over here!" he yelled to her. Claire stopped, but only for a moment out of confusion. If they were going to get out of this, they had to be together. She started to run again.

"No STOP!" he yelled again, fear creeping into his voice as he watched the monster get bigger. "Go, find Sherry and get out of here!"

"I'm not leaving you!" Claire called as she moved closer.

"Damnit NO! GET HER AND GET THE HELL OUT OF HERE! NOW!" he roared. Claire stopped in her tracks as Leon gave her one last piercing glare before turning and running off down a dark street. The monster did not even break it's stride, it turned to follow Leon's new direction. She watched it's back as it started to head away. Abruptly, it stopped. She held her breath, not wanting to do anything to draw it's attention. She silently prayed that it was looking for some other prey to track, hoping that something else caught it's attention. Instead, she heard that low, evil voice pierce the night's air once again.

"S.T.A.R.S."

It headed off in Leon's direction again. This time it ran.

Claire sank to her knees in despair, surrounded by the noises of the dying soldiers around her.