The musty smell only grew stronger the further she went. Stale air suffocated her, so much that she felt her gills open and close, straining to breath against it all the further she went into those long sealed depths. The scents were wrong, long dead and muted in a way she hadn't gotten used to before. The sterility of the hospitals and treatment centers, all alcohol and a hint of bleach. It had been a blanket over her, smothering her in those long months after she'd been pulled from Wesker's control and woke to feel limbs she hadn't been born with, looking out of eyes that felt too far apart. Gazing at a face, unused to her own muscles, as frozen and expressionless as she'd been before when she'd just been human, hair dyed to offer slight difficulty in identifying her, standing beside and frozen before each murderous experiment she bore witness to.

That was far in the past now, the illfit hospital gowns tossed away for various attempts at clothing her new body, and now garbed as she was in a manner that would, save for the altered physiology, have looked quite similar to one of her older BSAA uniforms. But here and now, in that dark and forgotten tomb beneath a town emptied of life by a virus once again the memories came rushing back.

She'd been here before.

Again and again, each time a different disaster, a different virus. Whatever innocence she had had lost in that first initial run through the Arklay Mountains. Buried along with so much else as she'd escaped the Spencer mansion. She had still had hope even then.

Before Raccoon.

Before she'd seen a city burn itself to the ground, bodies ravaged by a fever hotter than the flames that tore through it unchecked. Her own efforts to bring some justice to those already dead fruitless, obstructed from within and without. Before Umbrella had sent a monster to personally end her.

She almost felt flattered now to think that they worried so much about her testimony that they spared a prototype of that caliber just for her. Of course it had been just another test, a trial by fire of their upgraded Tyrants in a target rich environment. Sometimes she wondered though, had she'd always been someone that intrigued Wesker's mad concept of perfection and strength before…

Or had her survival, her triumph over Nemesis been part of what had eventually damned her to this fate?

"Not like I'll ever know for sure," Jill thought, something almost like a smile showing teeth as she turned a corner and gazed into the darkness ahead. "The bastard is finally dead."

Jill froze as she came to the end of the tunnel. Or more correctly the end of the tunnel above water. Pipes didn't take well to low temperature and while most of Heimfest had probably avoided running its plumbing through this old bunker, it looked like some of it had remained functional long past the point they'd closed them up. Stagnant water pooled before her as the concrete corridor sloped down. Above the broken pipe still dripping water. As she put the tip of her foot into it, feeling the damp cold embrace she wondered if this might have happened because no one was left alive above to check if the pipes began to overpressure or kept the heat on in most of the buildings. Thankfully it hadn't frozen over down here, though it couldn't be too far from doing so.

"Well nothing else to do about it."

Past her feet, the more armored parts of her legs, the water's cold soaked into her down to the bones. She could feel her body yearning to react, to shift in slight and major ways, the smooth and disturbingly un -painful metamorphosis towards even more aquatic movement. But it wasn't deep enough and frankly she could swim better even as she was now than she could have… before.

Besides, it couldn't go on that far?

Her lungs burned. Her gills even more so.

It wasn't that the water was that deep or even that cold. It was simply dead. She'd never encountered this before, the closest being an experimental trip to a pool during her period of somewhat unnecessary physical therapy. It had seemed a natural idea, probably why they had pushed for it. Till she realized how her body's instinctual desire to breath in water didn't work well in a chlorinated environment. She wasn't sure if that oversight was malicious or simply deeply stupid, but it had proven a point to her. Not all water was Jill approved.

Sure, she'd gotten used to controlling that new reflex over time, and while the memory from before rather colored her desire to do so, she could go for laps at the gym without mistakenly breathing the wrong way and getting gills full of stinging water. But this was something else entirely.

Utterly dead.

No motion, nothing but a grimy taste and stillness so complete she could feel the echoing of her webbed hands disturbing the water and then bouncing back against her own body. The armored hood had pulled down low, not that it was obstructing anything as she could barely see as the flare began to fade.

Nothing but the cold, nearly freezing water and a suffocating darkness.

Literally so, as her gills opened and closed, unable to pull any oxygen from the water no matter how hard she tried. She could handle this for a while, but that hardly made it pleasant to do so. Already she'd traveled far enough that backtracking towards the air behind her would be a strenuous and unpleasant exertion. Or so she hoped.

It wasn't like she'd actually timed how long she could hold her breath in her last physical. Most of the doctors had been more worried about secondary mutations or potentially feral mind states showing up then really getting the measure of what she could and couldn't do as a BOW.

"Or an SBOW." The terminology was, in her opinion, kept intentionally vague. Likely so they could shift one to the other as needed and when it became expedient. She was certain that a number of nations currently beset by modern bio-weapon issues weren't interested in inviting a humanitarian crisis over the latest disaster when they could just shoot and burn anything that didn't look human. While at the same time Jill had heard of a rumor (through Chris of course, not like most anyone else really talked to her these days) that Russian contacts had been pushing for some interesting new laws in the hopes of recategorizing some of their bioweapons into the new, and increasingly more photogenic, SBOW category.

Any use of a BOW that was fully approved could cause international outrage, but the whole SBOW was still a legal gray area. Did they count as people still or merely an intelligent weapon's system?

Hell, half the signatories for the BSAA weren't sure how they should classify Jill herself.

It was thoughts like these, maddeningly circular in how they repeated, that flitted through her mind as the pain in her limbs became more notable and the pounding of her heart ever louder. If she didn't find some way out soon she'd have to-

It was a pinprick sensation to the left, so minute she almost missed it, but Jill's head turned that way, the gray color snout that was the tip of her face poking further out of her hood as her jaws opened. The foul water flowing over her tongue as she began to turn away, only for that same feeling again. Like she could feel something that way. The flare did little, almost a dull ember of bioluminescence no matter how she shook it. Shoddy manufacture and probably the European BSAA going for the lowest bidder once more. But guided by this strange feeling she turned and felt the passage split. One direction continuing onward, further into the dark, dead, water. And the other rising up, not far and not fast, but enough that she was certain that even if there wasn't an exit that way at least there might be some air.

She half swam, tail swaying behind her as her feet thudded against the floor. Coming out of the water and gasping for breath, her jaws wide.

Only to gag at the putrid smell.

Oxygen yes, but something else. A strange metallic odor that hung heavily as she rose out of the water and saw the still blinking red light above another door, not quite shut entirely and opened a crack. Her dark eyes adjusted as best they could, while she dropped the spent flare to the floor and stepped out of the water, shaking her body as her gills opened and closed in the air, trying to free herself of the taste of that so-called swim she'd just taken.

Webbed claws ran over the metal sign next to the door, but between the muted colors of the solitary warning light and her own lack of familiarity in Russian she couldn't begin to guess where she was.

Still, if there was still power here she had to be closer to the old base, as otherwise they'd probably have cut off the systems from disuse by now.

The door opened before her, slowly, with a sound of rusted metal angrily complaining at her disturbance. When it was at last open she stepped in.

And immediately regretted it. The floor was soggy and wet, even more stagnant and foul smelling than what she'd just swam through. But with no other options she pressed on. Soon both feet almost ankle, or what count as one for her, deep in the liquid. Her tail followed as well, though she repressed as a shudder at how slimy it felt on that limb. Bad enough how her human mind still had trouble fully accepting an entirely new limb she was now forcing it to touch all sorts of unpleasant things when before the worst she's dealt with was tangling herself up in her bedsheets and ruining another set in a tantrum of claws and limbs.

"What the hell is this?"

Rows of old metal folding chairs sat in the water, an over turned projector on one side long since ruined among the filth. Posters and diagrams had been placed onto some of the walls, but mildew and mold from the busted pipes and moisture had seen fit to utterly erase whatever they might have contained. She moved past them, careful not to disturb them as she came over to an old glass dividing window between two rooms. Shattered, the shards strewn about in the water under foot and crunching as she stepped onto them. Another red warning light blinking in the room on the other side, an examination table marred by innumerable stains lit in that hellish red glow.

Heavy leather straps lay empty, oddly discolored while about it oversized lights sat on poles pointed towards the table. The lenses were oddly box shaped, and black…

She had a bad feeling about this.

But the side rooms so far only turned into more hastily emptied storage or rows of long overturned and waterlogged filing cabinets. She was forced to press on for lack of options down the hall, towards yet another door. The light here broken, leaving her own shadow cast forward from behind as she approached it. Grabbing onto the handle and pushing it in, revealing yet another long undisturbed chamber.

"God, what is that stench?" It was even worse now, making her wonder if there was an equivalent for feeling goosebumps when you basically didn't have body hair anymore. Her stomach felt unsettled and she seemed to have an instinctual desire to both bare her teeth and to keep her jaw firmly shut at the same time. Every sense she had, new and old, screamed at her that something was wrong. And combined with her experience she felt her clawed hand reaching for a pistol that wasn't there.

Her eyes adjusted slowly, seeing something in that darkness.

Something moving .

Her hood felt like instinctively coming down, as she seemed to sense what was ahead of her even in this utterly lightless void. But she held it at bay, a morbid human curiosity fighting the likely more rational (at the moment) instincts of her SBOW state to prepare for whatever was to come. Jill pulled the last flare from her pouch and snapped it between her claws. Shaking it into full illumination.

"What the…"

Revealing hell.

The floors, the walls, the ceiling… all were dripping with viscous red fluid. The water stagnant and streaked with grime and filth, slight bubbles of noxious decay rising up as all was rendered into rot and then consumed again in an endlessly repetition of death and rebirth in a terrarium of putrescence. But more awful than that was what moved before her.

The walls were lined with body drawers like a morgue, or perhaps an older research hospital. The lettering faded, but even now she could see the odd warning symbols and stark coloring that painted over them. Many were sealed… but some were not. Forced open by the fleshy growth from within, bones meat protruding outward and pushing the hinges off. But the motion came from the centerpiece of this horror. A body, still sealed in a heavy reflective body bag, the silvered insulation long sense tarred dirty black. Writhing like a worm on the stretcher as if it could sense her much as she had seemed to sense it even in the darkness. She stepped back, but stopped at strange resistance and-

Pain?

She looked down, jaw opening in shock at the sight of fleshy wriggling tendrils trying, and at times succeeding in biting into her feet. The armored cartilage provided a measure of resistance, but not enough to fully prevent the pained stinging sensation of a layer of her skin peeling off as she leaped back.

A curse died on her lips as the creature crashed to the floor, twisting up and back, as if its spine was long sense erased or reconfigured into something else. The head blossomed within the bag, human shape deforming into a conical protrusion that pushed outward and towards her.

Jill turned and ran, not bothering to close the door as she did.

Perhaps she should have.

Something shot out of its 'mouth', a long whip of meat that almost speared through her. Instead wrapping around her left arm as she ran. Jill felt the weight pulled along with her, even as it tugged on her. Not to pull her towards it.

But to pull itself towards her.

She leaped into the examination room, through the unbroken window, the glass shattering around her as she did. Grabbing onto the tentacle and slamming it against the sharpened edges and using it to saw through the meat. Perhaps, had she been willing, her teeth would have worked faster. But the smell of this thing was repugnant enough.

The taste was likely worse.

"Come on… come on!" She could feel it drawing closer, hear it dragging itself down the hall. The long dormant cocoon about to burst open before.

It came loose at last, Jill falling back, the filth about her causing her to slip. One of the lights fell down, snapping loose form wires connected to long dormant batteries. It hit the side of the wall, breaking as it did. The thing on the other side rose up, a strange and awful sound like a massive, gurgling stomach coming from it as she grabbed onto something to keep from plunging into that noxious liquid below.

And grabbing onto an oversized breaker switch.

It pulled down, the lights in the room coming on, deep and painfully violet colors.

As the water began to burn and smoke where it shined. The smell was even worse, burning meat filling the air as her hood came down at last. Just as that smoke turned to flames, the air ripe for purification.

"The light… burns it?" She grabbed onto the lamp, experimentally holding her foot underneath it. A pained growl from the depths of her throat as her flesh smoked and burned at the point of contact, but swiftly leaving as the invaders attempting to overpower her own regeneration were expunged and her body's natural state exerted itself.

The creature rose above the window, the body pag tearing at the seams, though Jill only sensed it's motion and growing mass.

And pointed the light upon it. Bathing it in purifying incandescence. It soundlessly writhed in pain, trying to retreat, but she moved forward, breaking the light off of its pole and pointing it down the hallway. The walls and ceiling set aflame as everything began to burn.

Till the smoke and flames reached the morgue and there was a flash of light.

The access tunnel cover was frozen shut. Or had been.

But first smoke and then flames licked at it from below. Before that, a putrid smelling black smoke began to pour out from under ground in a dozen different spots across Heimfest, growing thicker as one approached the old military base. Until there was a cacophony of sounds and the metallic door blasted open, the smoke and fire pouring out for a moment.

And a strange creature rising out. Skin marred, gray turned red from fire and and worse, though now healing. It crawled out, finding a nearby snowbank and falling into it, rolling in the cold embrace of the frozen water. A armored hood of flesh pulled back as jet black eyes gazed towards the heavens and a row of fangs showed, deep panting breaths through its mouth. Clothed in a torn and now burned wetsuit, strange and perhaps vestigial markers of once human femininity showing in figure and composition.

Though her words were perhaps the most telling aspect of her character.

"Goddamnit Jill," she said, placing a webbed hand at her face and rubbing it across her snout. "Why do you always pick the worst possible way into a place?"

Documentation on the Saint Petersburg Incident

Varya Savelievna, GRU Special Investigator

On XXXX-XX-XX, security alarms were triggered in the secured documents and materials wing of the old GRU facility. At first suspected to be malfunction of wiring or possibly a false positive from vermin which had begun to infest the building, a security guard was dispatched from the sole functioning watch post at the far end of the complex.

Their body was later discovered by the second guard forty minutes later. Death appeared to result from blood loss sustained by injuries to the neck. A knife was suspected at first, but coronary reports concluded that the width and penetration did not match leading to our current suspicion that a pincer-like tool or blade tipped gloves might have been used.

Following the determination of the lost materials other possibilities seem more likely.

An unknown number of documents concerning bio-weapons research and the enhanced soldier program from the prior regime were missing. No material components were kept at the facility for obvious reasons, but given the age of the documents and their nature, duplicates and electronic archives were not created during the transition over the last decade.

While I am aware that we have shelved these interests and current implementation of the Progenitor techniques, the fact that an unknown party deployed a possible BOW asset inside our territory to retrieve or remove these files from our records is deeply troubling.

I advise that we consider activating current assets at more important locations so as to prevent a repeat of this incident with matters of greater consequence.