Wesker's fist smashed its way through medical cabinet after medical cabinet. The ex-S.T.A.R.S. captain was mad. He knew the Nemesis wouldn't bother him for a long time but losing track of Valentine and her friends made him edgy. He knew that Umbrella had to stash their new virus in the lab located on the fifth floor, for every where else was just stupid.

"Where are you!" Wesker shouted. His face was red from prolonged screaming and his anger steadily increasing. "Calm down, Captain. You're not gonna get anywhere in the state you're in."

Taking a few calming breathes, Wesker refocused on his objective. He had to stop thinking in the obvious and concentrate on the abstract. His eyes traveled the no longer sterile walls and settled on an empty Tyrant-sized tube. He narrowed his eyes and steadily approached it. Cracking his knuckles, he rams his fist into it. Thin cracks spread out from the impact. Pleased, Wesker does it again and again. The fifth strike causes the tube to open.

Sterilizing fluid floods the floor. Wesker steps into the shattered tube and punches through the base. He feels a small object in his fist and gently squeezes it. Pulling carefully, Wesker wrenches free a small test tube containing a strange fluid.

"Time for the hard part." Wesker pockets the fluid and exits the lab.


Nemesis could barely feel its skin warping and dissolving. It knew its time was short and it didn't care. It struggled to stand up and its knees caved in. Nemesis fell on its back with a squishy thud. It groaned in pain as it felt the its internal organs dissolve.

"Staaaaars…" Nemesis hissed. Its meaty fist flailed and knocked against a wall.

Several vials on the wall-mounted shelves fell and shattered, their contents sinking into the S.T.A.R.S. assassin's skin. Nemesis's body rocked with pain, but a good pain. Its melting skin shed from its body, replaced by a new, thicker and meatier, layer. The damaged done by the toxic radiation was quickly gone and it stood, as menacing and ugly as ever.

Nemesis looks down at one of the shattered vials and picks up a sizable chunk. The letter G was emblazoned on it. Nemesis growled and dropped it. A scent penetrated its senses. A target was recently here.

"Jiiiillllll…" Nemesis smashed its way through the lab.


The trio of Umbrella survivors came to an abrupt halt. They followed a pathway that ran the outside of the lab and came across a catwalk with numerous tubes running above, and a dark pit below. They were halfway across when they heard a series of thudding footsteps. Shotguns were aimed at the darkness behind them and a tense silence followed. The thudding suddenly stopped.

"Staaaaarrrrssss!" hissed an unseen shadow.

"Come on," Leon growled. "I dare you."

Nemesis barreled out of the darkness and charged for the three humans in its path. Leon and Billy fired, their blasts ripping a sizable chunk out of Nemesis's shoulders. Jill's shot pegs the beast between its eyes. It staggers slightly and continues to charge. Muzzle flashes light up the dark tunnel, pieces of Nemesis' body fly in blood-soaked chunks. Jill draws her Magnum and fires at one of the creature's kneecaps. Nemesis roars in pain and flies in the air. It impacts the walkway, its massive head an inch away from Leon's foot. The ex-cop placed his Remington's barrel up against the beast's head, unaware of the meaty fist around his ankle. He pulled the trigger and a sizable chunk of Nemesis' head blew apart, along with a small section of the catwalk.

The structure groaned and its support lines broke off. Leon pumped his shotgun and fired at the beast's massive body, but miraculously, the Umbrella creature rolled out of the way. A large chunk of the walkway blew out, and more support lines snapped, and the catwalk turned into a small ramp. The Nemesis body began to slide, and it fell into the darkness, but not alone. Leon felt his body give an involuntary grunt and he slipped into the shadows below. Jill and Billy watched with horror as their friend tumbled out of sight.

"Yaaaaah!" screamed a voice that quickly dissipated.

"Leon!" Jill shouted.


Leon opened his eyes and found himself in a dark room, along with an unconscious Nemesis. He took aim with his Remington and slowly backed away. His back got pressed against a smooth surface. Slowly, Leon moves his hand from the trigger to behind his back. His fingers feel against a steel knob and turn it.

"See ya, ugly," Leon mutters. He slips past the door and slams it shut. He turned around and saw a long hallway lined with a barbwire fence. "Gotta keep moving."

He takes off at a full run, hoping to put as much distance between himself and the Nemesis. After thirty or so feet, he came to a steel ladder and quickly climbs it, his shotgun ringing against the rungs. At the top, he landed on lattice metal floor. A buzzing noise got his attention. He looked around and saw a security camera perched in the rafters. He draws his handgun and fires at it. Sparks and film rain down on the numerous pipes that feed into the facility.

"Excellent shot, Mr. Kennedy," says a voice Leon has come to despise in only a matter of hours. Wesker jumps down from a series of pipes, his arms folded across his chest. "Shall we pick up where we left off?"

Leon throws his guns down and raises his fists. "Bring it."

Wesker grins and charges.


Tyrant roared and slashed its way through the facility. It carved its way through the floors, tracking the Nemesis. It stopped after a few floors when it found its prey had decided to stop moving. Tyrant semi-smiled and slammed its body through the floors that separated it from its objective. After a few minutes, Tyrant found itself in the hallway Wesker had disappeared through earlier.

Tyrant roared in anger and smashed its claw through a section of the wall. It bent forward and fell off. The Umbrella beast looked through the hole and its thermal scan picked up Wesker, the human that blasted it with the rocket, and the Nemesis. Its Licker instincts took over and Tyrant scampered through the opened hallway on all fours. Coming to a ladder, Tyrant leaped up on the adjacent wall and scaled it. The beast latched itself to the ceiling and looked down.

The two humans were busily fighting each other as the Nemesis approached slowly. Tyrant had aspirations to slay the human that blew its body apart, but Wesker came first. Silently, he urged Nemesis to speed up its trek.


The catwalk ended on solid ground and Jill and Billy took off at a full run. Jill's attention wasn't on the mission right now, after seeing Leon plummet into darkness with a version of the very beast that tried to kill her a couple years ago. They made their way through a series of twists and turns, and slid to a stop. Deceased townspeople stood in their way. Billy cracks his neck and pulls out a red grenade. Jill's eyes widen and she slowly backs away. The former Marine pulls the pin with his teeth and throws it into the amassing crowd. The zombies explode in a wave of flames and the stench of rotten meat floods Billy's nose.

"Can't you be more careful?" Jill half-shouts. A furry face and pair of ears poke itself out of her jacket's collar.

Billy flashes a lopsided grin. "I could but where's the fun in that?"

Jill sighs and rolls her eyes. They continue down the winding tunnel and came across a catwalk suspended above a boiler room. They looked around and saw two figures below fighting, each identified by their signature haircuts.

"I don't believe it," Billy says. "Leon has more lives than a cat."

"Yeah, and Wesker's about to end each of them," Jill mutters. The small rabbit jumps out of her jacket and latches itself to her neck. "Think we should help?"

"Not just yet." Billy's gaze was directed across the walkway. Moans and groans drifted across the air. "What say we deal with these guys first?"

Jill readies her grenade launcher and her Magnum. Billy pops a few shells in shotgun and takes aim. The zombies approach, unaware of the fiery death that awaits.


Leon's fist connected with air that was Wesker's face a second ago. Next, his leg swept in an arc and nearly brushed his opponent's hair. A fist slammed into Leon's gut that launched him into a set of pipes.

"That the best you can muster now, cowboy?" Wesker taunts. "Perhaps Krauser set his sights a little too low on you."

Leon drew his knife and booted a nearby barrel at Wesker. The ex-S.T.A.R.S. captain bats it away and Leon charges with his shimmering blade. Caught off guard, Wesker feels the cold steel rip through the flesh near his eye.

"You bastard!" Wesker shouts, clutching his wound. His fingers and glove become stained with the red fluid.

Leon gives the knife a few twirls, and makes a swipe with it. A thin spray of blood splashes on Wesker's boot.

"C'mon, Captain, show the rookie how it's done," Leon taunts.

Wesker growls and charges, a stream of blood trickling down his face. Leon narrows his eyes and throws the knife. It impales itself in meat of Wesker's foot, bringing him to a stop. He rips the knife out of his boot with a vicious grunt, the blade stained with more of his blood. A fist smashes in his face and Wesker tumbles back. His back collides with the floor and he quickly recovers.

"You're really starting to piss me off," Wesker growls.

"Yeah, I have that certain knack," Leon replies. "Care to do something about it?"

Wesker leaps into the air and brings the knife down.


Explosive rounds reverberate across the walkway as Billy and Jill unload shot after shot into the approaching zombie horde. Jill traded the Magnum for the riot gun when it ran out of ammo. She could feel the high-powered weapon in her hands getting lighter with each shot and it wouldn't be long until she had to use the grenade launcher, which she hoped she wouldn't need in this close proximity.

Billy's Striker blew apart the heads of the undead townspeople. Their guts and blood dripped through the open areas of the catwalk and the smell was starting to get to him. After a few tense moments, last of the zombies fell over the side of the railing with a sickening squish on a pipe.

"We clean up good," Jill says, wiping away some sweat accumulated on her forehead.

"Indeed we do." Billy checks the Striker's capacity. "This baby's down to its last thirty shells."

"A one-hundred capacity shotgun." Jill shakes her head in disbelief. "Where do you get something like that?"

Billy grins. "Strange weirdoes in purple pajamas in the slums of any major city."

"Sorry I asked." Jill heard shuffling feet coming from somewhere. She turned around and saw more zombies coming towards them. "Ah, great."

Billy turned and fired. The head of the first zombie he saw blew off its neck and fell below. Jill unloaded a shot that blew apart the neck of a decomposing woman in a waitress uniform. Her next shot knocked back two zombies, and her third shot made an odd clicking noise.

"Crap," she mutters. She drops the emptied shotgun and readies the grenade launcher, a bit nervously. "Fire in the hole."

The shell fires from the launcher in an arc. It gets lost in the approaching horde. A few seconds later, body parts get blown apart and chunks rain down. A small section of was scorched but wasn't in good enough condition to walk across.

Billy whistles. "Nice shootin'."

"Thanks." Jill blows away the smoke at the end of the barrel. "Helps if you've used one before."

The clanging of metal and loud grunting drew their attention to the fight down below. Jill slung the launcher over her shoulder and Billy put the Striker at rest.


Wesker evaded punch after punch administered by Leon, while returning a few shots of his own. Leon still couldn't believe that with a knife wound to his face and foot, Wesker still managed to keep up his speed. Wesker's overhead knife strike managed to slice through the ex-cop's jeans and create a thin stream of blood that trickled into his shoe. The knife in question was currently imbedded in the floor.

"If you joined up early enough, you woulda been in S.T.A.R.S. Alpha," Wesker says, kicking Leon in the chest.

He stumbles over and springs off his hands. "So I keep hearin'."

The government agent tackles Wesker to the ground and furiously pounds his face. Before his fifth strike, the ex-S.T.A.R.S. captain grabs Len's fist and squeezes. Leon groans in pain and is quickly silenced by a boot into his face. He falls on his back and Wesker plants his foot on his chest and presses.

"Any last words before I send you to whatever hell awaits you?" Wesker asks.

"No," Leon answers, "but that guy might have a few words to say to you."

Perplexed, Wesker looks around and his face gets a massive fist smashed into it. He flies through the air and smashes into some pipes. Leon gets to his feet and stares at the Nemesis. The beast acknowledges him but doesn't do a thing. He cautiously walks around the Umbrella brute, picks up the knife, and runs to a ladder on the other side of the platform.

Wesker frees himself from the pipes and gives his back a readjustment crack. He glares at the hulking beast that is Nemesis and rushes towards it. His fist smashes into Nemesis' gut, a squishy sound follows after. Nemesis grunts and bats Wesker away like a rag doll.

"Wessssskkkkerrrrrrr!" Nemesis roars.

"Bring it on, you worthless piece of shit!" Wesker yells. Nemesis is nearly on top of him, when suddenly three sharp spikes ram through the brute's chest. "What the hell?"

Strange tentacles wrap around Nemesis, and its body seems to sink into the spikes. Wesker looks behind the incapacitated monster to see Tyrant. Wesker wore a lopsided grin, watching his favorite beast absorbing his most hated monster. In a matter of seconds, Nemesis' body and essence had sunk into Tyrant's body. The beast unleashes an unholy roar and its mutated features sink into its body. With a thunderous shriek, the transformation is over.

Wesker looks with awe at this latest form. Tyrant's body took on the more defining characteristics of the Nemesis, such as the massive muscles and the meaty fist, and its face took on a mix of the Tyrant's and Nemesis's.

"Excellent, my Tyrant," Wesker says. "You truly are the best."

The Tyrant-Nemesis roars and slashes Wesker across the chest. Showers of blood float through the air and the shocked ex-S.T.A.R.S. captain slumps to the floor. The realization came a second later.

"No!"