Some new charcters in this chapter, but RE fans will already know them. This is one of my more longer chapters. Disclaimer: Resident Evil and all related trademarks are property of Capcom Intended for mature readers, Based on the m rated game by Capcom.

Annette Birkin sat quietly in the laboratory monitor room, exhausted, staring up at the wall of video screens centered over the surveillance console. It seemed like she'd been waiting for William to show up on one of the screens for hours, but she knew he wasn't in the lab anymore. He had probably escaped up into Raccoon city by now, Annette stressfully thought. It had been days since Umbrella had come to collect the G-Virus, but their only attempt had failed. She thought of her only options that were left. She had already wiped out all of the computers and locked in the countdown codes: the lab was ready and her escape route was secure. She couldn't leave until she knew William was back in the Umbrella Facility. Destroying the lab wouldn't solve anything if William was not within the blast zone; they would find him and extract the virus from his blood.

"Well Umbrella won't have it, I will die before I let them have it!" Annette angrily yelled. She closed her weary eyes as her thoughts wandered around her head. She was going to blow this place to smithereens and all of the evidence of what had happened would be buried under pieces of burning ashes. She would escape with the G-Virus sample and eventually sell it to some competitors for cold hard cash. She would go into hiding for a while and that would give her time to heal. "Except for Sherry," She whispered as the thought of her young daughter had made her heart ache. Ever since Sherry was born, me and William had vowed to pay more attention to her, but work got me busy, Annette thought. William's promotions kept coming and work seemed more valuable and interesting. After all that, slaving for a company that sold them out in the end, it was too late. Her and William would never be the happy family they had pictured, all because of god damn Umbrella Inc. They may of gotten William, but there is still Sherry and Annette now was going to become the mother she had always dreamed of. Of course, she would have to wait a while before collecting Sherry; four months maybe, but she would be safe.

If Sherry went to the police station like I told her, the cops would send her to live with William's sister because it was written in both of our wills, Annette thought. Unless that filthy, greedy, bastard Brian Irons was still alive. Ever since Brian Irons was hired she always knew he was no good. He was a pathetic excuse for a Police chief and just a person in general. Brian was psychotic and always found a way to ruin anything. Annette hoped he was dead, slowly being eaten away by a virus carrier, or William for a matter of fact. Annette heard the sound of movement on the console and with an excited face; she looked up to only be more disappointed than she already was. An MB-64 leapt down from the ceiling to devour the remains of a research worker.

"I believe his name was Dylan Strove," Annette recalled.

The licker extended his long tongue and started to digest the worker. Once it was done, it leapt back up on the ceiling to go look for more food. Annette made her final decision; she was going to leave this place behind forever. First she'd need to go take a quick look in the sewers for William, then retrieve the MO Disk out of one of the lab rooms all the way across the facility to trigger the countdown sequence, last but, not least she would use the high speed train as her escape route which would position her far enough away from the lab so when it blew up, she wouldn't die from the impact.

"It's time," Annette muttered while picking up a standard 9mm handgun. She loaded up on clips and shoved them in her pocket. Annette stood up pushing the rolling chair away from the console. She walked in paced steps toward the door into the hallway. Her solid white lab coat swaying as she reached for the keypad to unlock the door.

Ben Bertolucci sat quietly on the hard stone-like beds that are provided in the holding cells. He was thinking about whether or not he should have gone with the cop and psychotic woman. They'll never make it, I'm safe in here and this is where I'll stay until help arrives, he thought. The chilly air, which surrounded the cell, was bearable, even though he didn't like it. The stone cold floor and walls really showed how to make a prisoner feel welcome, even if he wasn't one. There was a small ventilation shaft on the back all of the cell, much too small for anyone to fit through. Ben reached into his pocket and pulled out a set of keys for all the cells. "Won't need these," He exclaimed while chucking them thought the bars of the cell, hearing them clatter as they hit the ground. He laid back, putting his hands behind his head. Just then heard a thump sound coming from inside the cell. He stood up examining where it could have come from. His curiosity grew more and more with each passing second. There was no other way in here aside from the cage door so how could someone-

BOOM!

The cover that was over the ventilation shaft flew off, making Ben have to duck as it hit the bars for the cage above him. He turned to see a long arm emerging from the dark shaft. The arm was a pinkish-red, purple pulsing veins running up through it to the long extended nails, white and sharp. It was getting longer as it reached for him. "Holy Crap!" he yelled. Ben started scrambling through his pockets looking for the keys when he remembered he tossed them out of the cage. "Screw up number one Ben!" He yelled. His thoughts racing on what he should do, but all he wanted was to survive. Ben got on his stomach and extended his right arm as far as it would go, through the bars desperately trying to get the keys. "Someone help me!" He screamed as it echoed in the room knowing he was alone. Ben turned to see the claws closing in on him, and he was out of options. Ben's shrieking was so loud it could probably have been heard through out the whole station. With one final scream, the grotesque hand covered his face, claws deeply scraping his flesh. Blood sliding down his face and all he could do was sit there and endure the pain. With one final blow to the head Ben was knocked into an unconscious state, and as the vision faded away, he felt something slimy sliding down his throat…

Leon and Ada hadn't gotten very far before hearing the pleas of a man, which presumably was Ben. Quickly darting back up the ladder, they both headed for the holding cells. Leon's heart was beating heavily as they ran, his Benelli M3S shotgun in hand, Ada firmly gripping her 357 Revolver. I shouldn't have left him, he was my responsibility to protect, Leon thought. Leon busted into the cell block, Ada right behind him as Ben was pressed against the cell door, this right arm extended out between the bars and the keys to the cell, a few inches away from his hand. His body was limp and motion less, as Leon fumbled through the keys to open the cell. Sliding the right metal key into place, the door slid open to the right and Ben's body gently fell firmly on the cold floor.

"Help him!" Leon exclaimed as he went in further to check out the cell. Ada ignored his commands, but knelt down next Ben to examine him. He was in a locked cell, how could this have happened? Ada wondered. His eyes were twitching and he was breathing slowly, trembling as he did. His white shirt was a little bloody and she saw puncture wounds near his mouth and neck, but other than that no signs of a life threatening attack. It wasn't a gunshot wound because there was no gun hole and yet Ben's fingers felt like ice and he had a flicking gaze fixed on Ada.

"How is he?" Leon asked while walking over to them. Ada just looked at Leon and nodded her head side to side. It was the "He won't be alive much longer" nod. "Ben, can you tell us what happened?" Leon asked. Ben opened his cracked lips to speak, but all that came out was a raspy croaking noise that sounded like the child from "The Grudge." Leon felt as confused as Ada felt as he leaned in closer to the dying reporter. "Ben, can you attempt to tell us what happened?" Leon asked again. Ben opened his mouth and with a visible effort whispered two raspy words.

"…. Ventilation Shaft…"

Ada wasn't convinced because the ventilation shaft was no more than six inches wide and was way to small for something to fit through. Ben was still trying to speak, as he grasped Ada's right arm weakly. There was desperation in his eyes, some guilt, some sorrow, and some agony. He managed to get out a few more words.

"…Chest. Burns, it…. Burns..."

Ada relaxed a bit, knowing that at least now she wouldn't have to kill him herself.

" I never told… about Irons," Ben muttered, obviously struggling to hang on to his life long enough to get it all out. "He's-Working for Umbrella…all this time, the zombies- are Umbrella, research…and he covered up the murders, but I couldn't prove it," Ben panted out. "It was going to be my exclusive-…

Ben's weary bruised eyes closed as his short breaths came to a halt and his fingers slowly fell away from her arm. She felt a bit sorry for him in spite of herself. "Jesus…Chief Irons," Leon muttered puzzled. Ada had forgotten how clueless the young cop was to the situation. She had to stop worrying so much about "Officer Friendly" and concentrate on her objective. This would be so much easier if he was the typical muscular macho type, which she could kill in a heartbeat, but he was just so nice, so bent on helping her, which she kind of liked compared to some of the jerks she had dated in her college days, but she didn't need to be distracted.

Ben suddenly spasmed, his hands clutching at his chest as he moaned, a sharp, tortured cry of agony. The moan turned to liquid as blood started to stream from his mouth in a burbling gout. Choking and shaking, Ben's limbs convulsed violently as more blood spewed from his mouth in every cough. Then Ada saw a wet blossom of blood arise from underneath Ben's wrinkled white shirt in his upper chest area near his heart. They both heard the sound of breaking bones, as Ben's shrieking was getting lower. Ada leapt back, Leon grabbing the reporter's hands, not sure what was happening, but was definitely sure it wasn't a heart attack. All at once, Ben went limp and his eyes rolled back as he was sightless. Blood sill oozed from his cracked lips and there was a sound, a horrible sound of meat being torn, and under the stained fabric of his shirt, something moved. "Get back!" Ada Wong yelled as she pointed her 357 Revolver at the reporter's body just as a thing erupted from Bertolucci's bloody chest. A gore-drenched thing that was the size of a big man's fist and opened its mouth to reveal little nubs of teeth. It squealed before wiggling it's way out of Ben, slapping wet tissue and blood to the cold hard floor. In a heartbeat, the thing scurried away on its legs, which weren't visible. Smearing a path of Blood behind it, the thing disappeared down the hallway into the kennel. Ada had been so shocked to even react or remember she had a gun in her hands. She knew when she took on this job that there would be some surprising organisms, but she never had thought of a chest-bursting parasitic creature. Looking at Bertolucci's cracked lips, she could tell it was planted down his throat, but how and what did it? She wasn't so sure she wanted to know, but now she wanted to wrap this mission up as quickly as possible and leave Raccoon City forever. Leon stared blank into space as he rose from the ground with Goosebumps.

"Was that…?"

"Did you…"

"I saw it," Ada calmly said while Leon had a look of sheer terror across his face. Ada glanced down the hallway to see the trail of blood smeared on the metal walkway. Oh Christ, we left the manhole cover open, great! Ada thought sarcastically. We've got to move," Ada explained. She started to walk out when Leon shouted, "Marvin!""What, whose Marvin?" Ada asked, even though she didn't really care."Another cop I met, I forgot about him, we need to go back and get him!" he yelled.

"Look Leon, as much as I would enjoy helping you get your friend," she sarcastically explained. "I'm not staying here anymore and after seeing that thing erupt from Bertolucci, it only makes me want to leave quicker." Leon and Ada argued for a while, but in the end Leon decided that he would go get Marvin. Ada agreed to wait for at least fifteen minutes for Leon to return and if he didn't she would go on by herself. Ada crossed her arms as Leon bolted back through the garage up to the hallway he had been in previously, except now there was a large hole in the wall. Leon didn't even want to think about what could have made it. He took a quick glance into the S.T.A.R.S. office to see if Claire was there, but she had already left.

Leon went all the way back to the police station lobby, still empty and quiet as he had left it. He reached for the door handle hoping Marvin wasn't dead yet. The door slowly opened into the blood stained room once again, but this time Marvin was gone. Leon walked over to where he was sitting to see the tee shirt Marvin had on his bloody wounds. Leon noticed a trail of blood leading into the small separate office. He crouched down holding his gun in a shooting position as he stepped in front of the doorway. Inside to the left was a small desk with some cluttered papers and a black safe. The trail of blood led straight ahead to a man lying on the floor with droopy eyes. "Marvin," Leon calmly exclaimed as the man lifted up his head. Marvin used all of his strength to push himself off the ground. Marvin reached out his left arm and bellowed, "Leon…I…"

Marvin pulled his hand back and clenched his chest. He moaned as his face turned to an acid purple color. His eyes rolling back and skin falling off. Blood spewed from the cracks in his eyes and his hands became limp and clammy. Little bubbles arose on his skin, and burst a few seconds later, sending acid to the floor. Leon slowly backed away in disgust and fear. Marvin raised his arms straight and moaned as he slowly headed for Leon. Leon raised his gun and fired, aiming for his purple face. After about seven bullets, it was done. Marvin fell to the floor, dead as can be. Leon sighed as he stepped over Marvin's body to examine the safe. It was a simple 4 combination lock safe. He shuffled through some of the papers, but didn't find it. Maybe Marvin crawled in here to open the safe, Leon thought. He crouched down next to Marvin, poking his finger through his pockets until he found a small slip of paper. It said the combination was, "8, 3, 9, 6."

He entered the code and the safe popped open. He moved the door to the side to find a clip for the 9mm handgun, a few files, and a sliver key. Leon picked up the key and read the tag. It said, "Sewers Lv. B1, Storage room." After grabbing the clip and shuffling through the files, he headed back into the lobby. He looked up to see a man dressed in an all black outfit, walking down the third floor balcony. He had a gun in hand and a gas mask over his head.

"Hey you, stop!" Leon yelled up. The man turned and looked at him before pointing his gun and firing. Leon jumped to the side avoiding the bullet. The man sprinted to the opposing door, and left the lobby. "Who was that?" Leon asked. He remembered Ada and knew she was the type of person who wasn't to keen on waiting. He hurried back down to the Cellblock to find Ada gone. "Dammit Ada," he murmured. After re-entering the sewers, it wasn't too long before he spotted Ada dusting off her pants."Thanks for waiting," Leon exclaimed. She turned around and grinned."Excuse me for not having a watch," she sneered. Leon asked her if she had found anything, she simply responded, "no." They both heading down the dirty sewer sided by side.

"Wait," Leon exclaimed while holding out his right arm. "Hear that?" he asked. Ada stood still listening for a few seconds before she heard noises coming from further down the sewer. It sounded like legs tapping on the walls. A few moments later a giant spider the size of a truck emerged crawling up the side of the left wall. It had long hairy legs and little purple eyes. It screeched to reveal big white fangs like vampire teeth. It raised its ass in the air and shot smoking webs from its butt. Ada and Leon leapt back to avoid the burning web. The spider dropped down to the floor in front of them with a thud. They raised their guns and fired. The bullets echoed off the walls and into their ears. Ada fired for the purple eyes while Leon fired at its eight hairy legs. Soon, the spiders legs gave out and its purple eyes exploded, sending purple goop everywhere.

Leon wiped some sweat off his face as Ada restocked her gun with bullets. "I don't know if I can take much more of this," Leon murmured. Ada, hearing him, exclaimed, "No turning back." Leon responded with a nod. After a few more steps, two giant spiders emerged on each wall. "Damn!" Leon screamed while firing his Benelli M3S shotgun. Ada joined in as bullets rocked in all directions. Black sludge from the spiders covered the walls. Leon put one spider down just as Ada ran out of ammo. She reached in her pocket to get some clips, but she was too late. The remaining spider already shot its flesh-burning web at Ada. Quickly reacting, Leon ran pushing Ada out of the way. The web hit his leg, burning through his pants to his skin. He cursed from the pain as it burned him. Ada quickly got up out of the murky water and splashed some of it on Leon's leg. The burning stopped just as the spider shot another web. Ada grabbed Leon's arm and pulled him out of the way. The web missed them and landed in the water, dissolving when it hit. Ada set Leon down in the water and fired into the spider's eyes. A second later it was all over. The spider fell from the wall and landed on it's back. It hissed, as it's eight legs curled in. From there on it made no more noise.

Ada walked up to Leon and asked, "you all right?" "Leon attempting to stand replied, "Sure, but I'd be better if I had something to wrap around my leg." Ada knew he was holding back most of the pain which was a brave thing to do. That's two times now that he saved my life, I'm not going to kill him anytime soon, he's proved his worthiness, she thought. "Let me see if I can find some sort of cloth," Ada responded. "I won't go too far ahead, you stay here." Ada ran through the water down the hall and turned out of Leon's view. Leon tried to stand up, but really he couldn't even feel his left leg. I don't want Ada to know that I can't move, she probably already thinks I'm dragging her down as it is, Leon thought. Leon used all of his might to prop himself up to a standing position. Leon, full of sweat and tears, limped down the hallway. He panted heavily as he trudged on. If I survive this, I really have to go to the gym more often, he thought. Leon kept on walking, hoping he would catch up with Ada.

Hunk went into a crouching position as he walked up the stairs. I wonder who that cop was that I shot at with his Remington, Hunk thought. Hunk was a member of the U.S.F.U. (Umbrella Special Forces Unit). He was sent with his partners Chad and Victor to retrieve the G- Virus sample fro Umbrella Inc.He could remember his exact words.

"Forget Birkin, get the sample!" Hunk yelled. Chad had just shot William Birkin repeatedly inside one of the lab experimental rooms. Victor ran over and grabbed the brief case full of G- Virus samples. As they left, Annette ran in to see William on the verge of dying. "Oh my god, I'll go get some towels!" Annette exclaimed as she ran out. I'll die before I let them have it, William thought. William reached up to the table behind him and grabbed a plastic syringe. Inside it was the G- Virus sample. He thrust it into his chest as his arms began to shake. He began to feel the transformation, from a man to a monster. He roared when it was all done. "What was that?" Victor asked as the trio sprinted down the white metal hallway. "I don't want to wait around and find out," exclaimed Chad. Hunk took the lead, as William Birkin broke through one of the nearby walls in his new form. They all turned to see William Birkin, now mutated into a dangerous monster. He charged toward them like a tiger. They began to shoot rapidly as Birkin got closer. Hunk realized William wasn't going to fall so he turned to his right and ran down another hallway. Victor quickly followed, but Chad had too much of a late reaction and didn't move in time. Birkin ran his right claw right through Chad stomach and held him up on the wall. Chad wheezed for a second before dying.

Birkin glanced down the other hallway to see one of the men pushing the button for the elevator. Birkin walked with thumping steps down the hallway before picking up speed. "Come on!" Hunk yelled. The small elevator came to a stop on the floor and opened up. Hunk ran in with Victor right behind him. Birkin was smart so he smashed a hole in the wall with his fist. He grabbed some electrical wires and ripped them out. The elevator light then went out and the glowing buttons turned dull.

"Damn, we're going to die!" Victor exclaimed."Get a hold of yourself and help me push this vent aside." Victor boosted Hunk up to the vent in the top of the elevator. Hunk pushed the metal grating to the side and climbed up on top of the elevator."Now all we need to do is climb up the elevator cable," Hunk explained. William began to head for the broken elevator.

"Hurry up!" Victor yelled. Hunk reached down his hand and grabbed Victor's hand. He started to pull him up. He was almost there when Birkin reached the elevator and grabbed Victor's leg. "Help me!" Victor screamed. Hunk saw William's claws digging in to Victor's leg, ripping his pants and skin. Victor was in a lot of pain. Hunk was very strong for he was trained on Umbrella's Rockfort Island, but even he couldn't match the strength of Birkin in monster form. He knew that he would be pulled down to if he didn't do something. "Sorry Victor, but I tried," Hunk explained.

"What do you me-?"

Victor didn't get to finish his sentence because Hunk let go of his arm. Victor fell down into the elevator where Birkin was waiting for him. Hunk quickly shoved the metal grating back into place. He started to ascend up the elevator cable, panting as he climbed. He was soon drowned out by the sound of screaming, blood squirting, and meat being torn. He felt bad about what he had done and he couldn't change it. Victor helped him get through U.S.F.U. boot camp along with Chad. Eventually Hunk had made it all the way back to the R.P.D. station. He had hoped that William would follow him so he would be lured out of the lab, but William stopped chasing hunk in the sewers. Hunk had dropped the briefcase full of G and T- virus samples back at the lab and he needed one to complete his mission. He remembered it splitting open and leaking all over the floor. Rats had consumed some of the virus sample and that's how it must have gotten up to Raccoon City. He would have to venture back to the lab, avoiding William at all costs. He was aware that there were other Umbrella operatives employed in Raccoon City also looking for the G- Virus. A few off the top of his head were, Albert Wesker, Ada Wong, and of course there was the Tyrant sent to retrieve the sample. That thing will kill anything in its path, Hunk thought.

"Well, I'm done searching for bullets, better head back to the lab," Hunk murmured. He walked back out onto the third floor balcony. Just then on the main floor, a woman ran out and slammed shut one of the doors. She panted heavily as sweat dripped down her face. She wore a blue tube top, with a black leather miniskirt, and a white sweater wrapped firmly around her waist. She had high brown boots and held a black Beretta gun. Her short brown hair was messy and uneven. A few seconds later, a rocket flew through the wall a few feet from the woman. It exploded when hitting the ground, causing the woman to jump for the sky. She landed on her hands and knees, lifting her head with wide eyes. "

This thing has a freaking rocket launcher, shit!" she yelled. A few seconds later, a giant creature stepped through the hole. Hunk knew she had been running from it. Hunk recognized it to be one of Umbrella's biological warfare monsters. It was a similar version of the other Tyrant searching for the G- Virus sample, but it was code named Nemesis and it's prior mission was to locate and eliminate all of the remaining S.T.A.R.S. members. Hunk had learned all about this at boot camp, and he knew to stay far away from it. The creature was draped in a large black trench coat, similar to the Tyrant. Its face was pushed back, revealing a wide gap in his mouth where two long rows of jagged teeth were shown. It had small pure white eyes and several scars throughout its body. It was holding a large rocket launcher in both hands. It had several thick purple like tubes popping out from its neck and reconnected in his back. Its skin was orange and rocky like and he had a menacing stare.

Nemesis moaned, "S.T.A.R.S., Jill Valentine." He raised his gun to fire. She quickly got up and sprinted for the front door. She ran outside before the rocket was shot. It blasted the front door, sending rubble everywhere. He slowly was heading for the door with big thumping steps that shook the whole station. When he was gone, Hunk noticed imprints from his feet in the floor."So, that was the famous Jill Valentine, well glad I got to meet her before she was destroyed," Hunk smirked. Hunk began to head back down to the sewers to end his mission.

I know this chapter had a little bit of Resident Evil 3 in it, but I wanted to overlap the stories a little. The charcters from RE2 won't meet or see the charcters from RE3.