Of all the classes Justin took in school, Phys Ed had always been his least favorite. Mind you, as fun as dodge-ball and kickball were, it was the running track that always felt like boot camp.

"Then again," Justin thought, "even boot camp seems more inviting then the events of late."

Justin had been following Jill for over two and a half hours at this point, leading her from hallway to hallway, and puzzle to puzzle, and somehow managed to stay completely out of sight. However, though he had remained physically uninvolved, it was the emotional aspect that was tearing away at his conscience.

If Justin had ever, for even one iota of a nanosecond been the least bit interested in Bryan and Wesker's crazy plan, he couldn't remember why. After the death, and moral destruction he had witnessed simply by following Jill from room to room over the course of the evening, he had become a changed man.

At first Jill was his enemy. His orders were to make sure she didn't make it out alive, and if she happened to overcome all the obstacles he put in her way, she wasn't to leave in a mentally stable condition. At first this seemed like a difficult if not seemingly impossible task, but with everything that had happened so far, it didn't seem that hard any longer.

Justin took a deep breath, shut his eyes, and slowly slid his back against the tunnel wall until he hit the cold ground below him. He knew this tunnel relatively well, and considering that Jill probably did not know of the secret entrance to the water labs, he knew she'd eventually come back around this way, so it gave him a chance to sit and catch up with himself.

"So yea, try and relax," Justin said out loud as he rubbed his tired eyes and began to slowly open them.

Just then he felt a sick feeling in the pit of his stomach.

"Great," he said acknowledging Enrico Marini's corpse, "I get to spend my break with you."

"Then again," he thought, "after everything else, one more dead body seems like nothing at all."

As he slowly shut his eyes again the vivid image of Jill, and the suffering he saw her go through flashed through his head. It all started with Richard Aiken, a Bravo, who, Justin assumed, Bryan had trapped previously in the evening. Jill found him after Justin had gotten her to solve the puzzle, ergo receiving the key to the reptile laboratory in the upper level of the mansion. Apparently, Aiken had fell victim to one of the escaped test subjects, code named "Yawn", which was really was just a fancy name for a very large, very mean, and very venomous rattlesnake. Justin had once offered to cover for a friend of his in the lab and feed the Yawn, which, after seeing its massive jaws devour a live steer in one gulp, made Justin lose quite a few hours of valuable sleep.

Of course, Aiken had no idea what the monster was that had attacked him, but after hearing his story from beginning to end, Justin couldn't help but assume. He also couldn't help but want to get his ass as far away from the labs as possible if the Yawn was loose, and apparently hungry. One of the unique features that the T-Virus strain had given the snake subjects was a controlled animosity. They would only be confrontational when hungry, otherwise they were approachable, and usually docile, which to many would seem like a good thing, but to Umbrella was nothing more then another grand failure for the record books. Once the Yawn project was scrapped Umbrella had left the creature for dead, and, to the best of Justin's knowledge, had stopped feeding it as well.

"And of course," Justin thought as he remembered back, "it just had to stay alive long enough to escape, and make life more difficult for me."

Justin had figured he could get Jill in and out because, if Richard had been bitten by the Yawn, its venom would soon stop the man's heart cold. In a normal rattlesnake, if someone managed to get bit, they'd have a decent amount of time to find an antidote, but the beauty of the T-Virus was that it amplified the snake's worst qualities, making it meaner, stronger, about thirty times bigger, and equally as venomous. If Richard Aiken had been freshly bitten he had about twenty-minute window, but there really had been no way to tell.

Jill, however, thought, if given time, she could find an antidote for her ailing friend, and it was then that Justin realized his stay in the Yawn's preying grounds was going to be a bit longer then he had anticipated. He sat nervously the entire time he was there, hoping not only to not be discovered by the snake, but by Jill and Richard as well.

After a significant amount of time had passed, Jill had concocted a makeshift antidote, of which Justin was quite impressed by. His team had been working on something along similar lines for weeks and had never gotten a single result, Jill however, after finding scraps of research and piecing them together, had managed to create in minutes what a team of world renowned scientists couldn't in months.

Unfortunately, the work of bioengineering genius was for naught. On her return to Richard, Jill met up with the Yawn, and surprisingly proved very persuasive with a firearm, killing it with very little difficulty, but the delay prevented her from getting to Aiken in time. He had already succumbed to the venom, and died.

Up until this point, Justin had been in awe of Jill's capabilities. All he could think of was how completely and utterly ridiculous it was that he was ordered to end the life of someone so completely qualified for greatness. Quick with a firearm, and with the brainpower to match any one of Umbrella's scientists, she almost seemed superhuman.

But that is when he saw it; a tear, slowly running down her cheek, and falling upon the tattered pant-leg tourniquet of Richard Aiken. She was strong, but she was human. The loss of her friend was something she had not expected, and the fact that in some regard Justin knew she blamed it on herself, only made it worse. She had never expected to come back and find that she was too late, and Justin could see the loss she felt. Up until this point she had handled the obstacles and the undead without flaw, it seemed like nothing would faze her, but now Justin could see exactly what it was he was dealing with.

"A girl," Justin said out loud, bringing himself back to reality, "A scared, lonely girl."

Justin had been repeating that phrase ever since.

He had begun to see just how much he had in common with this girl. They were both more then alone, though Justin did have Bryan and Wesker, but he realized more and more as time passed that such relations were unwanted and unnecessary, they both had their share of scares for the evening, and more over anything else, they were both horribly confused. Not to mention, Jill was quite attractive. The only thing they didn't seem to share was that Jill thought she was by herself on this crazy adventure.

More then once over the course of the night, Justin had debated with himself whether he should have interfered and joined Jill on her mission. Betraying Bryan was the least of his concerns, the Bryan that Justin used to know seemed to be totally gone at this point, so even the friendship had been severed. The only thing that kept him from doing so was a combination of his fear of Wesker, and the fact that he was a horrible liar and that Jill would probably kill him on sight.

Justin sighed. "I just need some rest," he said. He was more drained and exhausted then he could ever remember being before.

He began to doze off when out of nowhere he felt something pushing up against his arm. As he slowly grumbled out of his sleepy state he realized what had been pushing him in the arm was the barrel of a pistol.

"Hey," said a voice, "who the hell are you?"

Justin still hadn't come completely out of his state of sleep, but he knew the voice was definitely female.

"Hmm," he said wearily, "five more minutes mommy."

"What?" the voice replied.

Justin felt cold water splash across his face.

"What the fuck!" he exclaimed jumping to his feet and wiping his face dry.

That's when he saw her. Before him stood Jill Valentine, with her pistol pointing at his chest, smiling slightly at the cruel prank she had just played. Justin would have been slightly angrier if he hadn't been glad to make her laugh and ease the tension he knew she had dealt with earlier this evening.

"Alright," Jill said, "Who are you?"

"Um, who? Me?" Justin replied.

"No," she said sarcastically, "the guy behind you…of course you!"

Justin prayed that Wesker and Bryan were nowhere around, cleared his throat and began to answer.

"My name is Justin Baker, and I know you are Jill Valentine."

"How the hell do you know that? Unless you're the one who--" Jill asked, looking at Enrico's body and raising her gun slightly.

"No! No!" Justin replied quickly, "I didn't do that. Listen to me, you need to trust me, and let me tell you some things that you don't understand about this place. Alright?"

"Why should I trust you? How do I know you're not just going to kill me like you did him?"

"I can't tell you why, I just need you to trust me," Justin replied trying to be as sincere as possible. He had to put an end to what Bryan and Wesker were doing, and this might have been his only chance.

Jill sighed heavily, "Alright, but if you try anything funny I'll kill you." She checked him for weaponry, took his 9mm and then lowered her own.

"Walk with me," Justin said leading her out of the tunnel and back to the surface.

------

Over the course of their walk, and much to Jill's amazement, Justin explained everything. The history of the mansion, its link to Umbrella, and how he, another rouge scientist named Bryan Richardson, and their department head, one Albert Wesker, had been sanctioned to perform field tests of the creatures on the grounds here using the S.T.A.R.S. Teams as bait. As bizarre as all that had seemed to Jill on the forefront, the hardest part for her to swallow was the name Wesker.

"How could our own captain do this to us?" She kept thinking. In fact it was that one and only thought that kept her from completely trusting this Justin Baker character.

She had encountered Wesker several times over the course of the evening: once in the mansion, and once at the green house where she battled that hideous gigantic plant which, if she remembered correctly, was named Plant 42, as well as many other times, and they had both agreed that if anyone was acting suspiciously so far this evening it had been Barry.

He had saved Jill's ass a few times tonight, but he kept running off in a hurry, like something was bothering him, and neither Jill or Wesker could put a finger on it. So for this stranger to just fess-up all this information seemed very suspicious to Jill. But everything else that had happened up to this point wasn't quite as it seemed anyway, so she couldn't believe that he would make up this extravagant of a lie just to trick her.

"So what you are telling me," Jill said, "Is that all the S.T.A.R.S. here tonight are being led around by you three, and that if everything goes according to plan, none of us are making it out alive?"

"Unfortunately," Justin replied, "You hit the nail on the head."

"Well, how long have you been following me?" Jill asked.

"Since the moment you walked in." Justin replied. "I had originally thought this was a good idea, but after seeing everything you've gone through this evening, and at my hands, well it made me realize the true difference between right and wrong."

"Did it now?" Jill asked.

"Yes, you see I don't think that—"

CRACK!

"What was that?" Jill asked grabbing her gun and flanking the path they were on.

"I don't know," Justin replied, "give me back my gun and we can split up, whatever it is, we'll be harder to catch apart then together."

Jill hesitated.

CRACK!

"C'mon!" Justin shouted.

Against her better judgment, and strictly on the grounds of survival, or so she kept telling herself, Jill through her new acquaintance back his firearm.

"Which way do I go?" she asked.

"Just keep running down this path, I know the woods pretty well, so I'll see if I can lead whatever it is the other way." Justin replied.

"Alright," Jill said running off.

She still wasn't completely sure if she could trust this guy, but if it meant either trusting him or becoming zombie kibble, she had to have her priorities straight. As she ran she slowly approached a run down shack on her left.

"What?" she said sarcastically, approaching the dilapidated front door, "No welcome mat?"

-----

Justin ran for the woods after he watched Jill run off the other way. Whatever was in the woods, it had to be led away, or Jill would not get out alive. If she didn't get out alive then all of Justin's efforts were for naught, and Umbrella had to be exposed if it was the last thing Justin did.

As he ran blindly into the dark, gun pointed forward the thoughts of what he was about to run into flashed wildly through his mind.

Could it be a Cerberus? A zombie? Maybe one of the plant subjects rooted into the woods and matured. Hell it could even be one of the arachnids! All Justin knew was unless it was a very lost pizza delivery boy with a fresh case of miller light and a pepperoni pizza, then in all honesty he didn't want anything to do with it.

But he had no choice.

He could hear the noise getting closer and closer, and he didn't know how he was going to handle the surprise, but he felt his palms getting sweaty, and a cold sweat forming on his brow, when all of a sudden something reached out and grabbed his wrist, pulling him to the right and throwing him to the ground.

"Aahhh!" Justin screamed as he slammed, shoulder first in the wet ground below him.

"Jesus Christ," said an all too familiar voice, "You remind me of me, and it's scary."

Justin recognized the voice as he stood up and brushed the dirt off of his clothes.

"Dude," he said, "Bryan what the fuck, I mean honestly what the hell dude, I mean shit look at me, you coulda broken my arm you—"

Bryan cut him off.

"Listen you little prick," Bryan replied, "you need to shut the hell up before your little girlfriend comes back and shoots us both. Understand?"

"What?" Justin replied. "Sam's here?"

"No you moron," Bryan replied, "Wesker is on his way to meet us here for an update, and I'm debating if I should tell him about your little rendezvous over there or not."

Justin never remembered Bryan being quite this pushy or hostile ever before, something was changing inside of him, and it had been ever since this whole ordeal started.

"You wouldn't." Justin replied.

"Watch me."

"What would you get out of it Bryan?" Justin asked. "Your nose is already buried deep enough up Wesker's ass don't you think?"

"You asshole!" Bryan replied. He swung at Justin, who barely dodging jumped up and swung back, his punch landing across Bryan's jaw.

Justin watched in amazement as Bryan barely moved when the punch landed on his jaw. He simply cracked his neck, and slowly turned back to face Justin again. Something wasn't right, this wasn't the Bryan that Justin had known from high school, this was something unnatural…inhuman.

Before a comment could be made Justin and Bryan heard Wesker approaching their position. Justin stood their hoping to god that Bryan didn't follow through on his word, because if he did, it'd be the end of his life as he knew it.

"Report." Was all Wesker had to say when he approached.

"Everything is going according to plan sir," Bryan replied.

Justin stood there in silence, finally realizing what it was about Wesker that intimidated him so much. The man always wore black sunglasses, even in the pitch dark of night. He stood their starring Wesker down, but could never tell whether the man was ever seriously looking back.

"Good. Baker?" Wesker asked.

"Um, same, uh, sir." Justin replied. Then he waited, waited for Bryan to chime in.

Seconds went by, but nothing.

"Well, good work boys, I am doing fine myself…report back in two hours. Understood?"

"Yessir." Bryan and Justin replied in unison.

Wesker walked off into the darkness, and after seconds of silence, and after Justin was sure he was gone, Justin finally broke the silence.

"You, you didn't do it." He said, smiling at Bryan.

"Of course not," Bryan said.

"Well, why not?" Justin asked.

"I realized something."

"What? What did you realize?" Justin asked, feeling uneasy.

"That you're doing your job afterall."

"What?" Justin responded quickly, worried.

"Well, of course leading Jill to her imminent doom would have been your plan all along right? Plus it's a great chance to test the G-Virus, dontcha think?"

"What? No!" Justin replied glancing back the way he came from, "What do you mean?"

"Lisa Trevor," Bryan responded, "I let her loose into the woods a few hours ago, I figured you'd be pleased to know."

"When were you going to warn me?" Justin responded.

Bryan smiled evilly.

"I wasn't." he replied.