As the locomotive was going down, it stopped in the middle of it's trip, with a warning going off saying there was overheating.

"Damn, one problem after the other", Miles said.

"What now?" Cream asked.

Miles simply shrugged, then noticed that Rouge started to stir.

"She's awake", Cream said.

Rouge groaned a little and saw the duo.

"Welcome back", Miles said.

Rouge wanted to get up but she was too weak.

"Hey, take it easy, we're inside Umbrella's secret lab, I'll go find something to treat that wound, so rest here in the meantime, ", Miles said.

"But......I'll only slow you down with these injuries, go....save yourself", Rouge said.

"Is it just me? Or does everybody always ignore what I say?" Miles asked, then glanced at Cream, who merely shrugged, "I told you, it's my job to look after you".

"But.....you'll be in danger if you stay with me, I know I've only known you for a short period of time but I really enjoyed being with you", Rouge said.

"I...", Miles was at a loss of words.

"I know I'm not capable about caring about anyone, but.....I don't want to lose you", Rouge said.

"We're leaving this place together, wait here for me, I'll be right back", Miles said.

Cream was really worried about Marine, then noticed Miles walking out.

"Where are you going?" Cream asked.

"This place is overheating, if I get out, the 3 of you can go down together, watch over her, and Marine, I'll be back", Miles said, then left the locomotive.

Miles walked around the area until he noticed a vent, he went to the vent and crawled through it and arrived at the other side and was in a lab hallway with two paths, one to an elevator and one to another room.

Cream was a bit worried, then Rouge go her attention.

"You're worried about him, aren't you?" Rouge asked.

"Well yeah, we started out in this situation together and we're gonna end it together", Cream said.

"I know you care about him as much as I do, promise me you'll take good care of him when I'm gone", Rouge said.

"You're talking like you're gonna die, Miles is gonna save you, don't give up, especially for the sake of Miles", Cream said.

At that point the locomotive started going down on it's own.

"Hey what's happening?" Cream asked.

Miles heard the locomotive going down, "I gotta catch up to them somehow".

Meanwhile Claire had gotten to the bottom floor.

"Stay here Ada, I gotta take Marine to a safer location, I'll be back for you if Miles doesn't get you first", Cream said.

"Do what you need to do", Rouge said, still nursing her wound.

Cream picked up Marine and took her out the locomotive and found herself in a huge hall, the entrance to an underground Umbrella Lab, this is the area where Mina saw Vector for the last time while he was alive, the same area where Tikal and her friends had escaped hunters, also the very area where Wave was killed, (In which the assailant is now revealed to have been Geoffrey Birkin).

Cream took Marine to the nearby security room which fortunately had a bed.

Cream then removed her red vest and placed it on Marine, she was about to exit but Marine woke up.

"Cream?" Marine got Cream's attention.

"Oh, you're finally awake", Cream said.

Marine noticed the jacket, "Isn't this?"

"That's ok, you keep it, I'm sure it'll keep you safe", Cream replied.

"Thank you Cream, even though I'm an only child, and neither of my parents spent much time with me, because of their work, I grew up alone, but now that you're with me, I finally have someone to rely upon", Marine said.

"Marine.........rest here for a bit, I'll be right back, as soon as I find the antidote for you", Cream said, she started walking out but Marine got her attention again.

"Where's Miles? And that other lady Rouge?" Marine asked.

"Miles left somewhere, I need to go find him, Rouge is still on the locomotive, I'm gonna go get her", Cream said.

"I hope they're ok", Marine said.

"They'll be fine, just rest, and don't move from that spot", Cream said and left the room.

Cream went to the locomotive to get Rouge but saw that she was missing, "Go figure, what's she thinking? She's gonna get herself killed", Cream left the locomotive and decided to search the lab for the antidote, Miles and the wounded Rouge.

Miles went to the elevator but it wasn't working, he decided to look for the elevator power source, he went around a corner and passed through a door leading to a huge boiler room, with a platform elevator.

He walked around the top floor and noticed a flamethrower on a table, "That could come in handy", Miles said.

He took the Flamethrower and strapped it on to his back.

He then saw that a dead body was getting up, "Oh you've gotta be kidding me", Miles took his flamethrower and burned the zombie to a crisp, "Works pretty well".

He went down the elevator and walked up a path past some boilers, and reached a single person platform elevator.

Te area he headed two was merely a floor with some support rails over some fiery lava like substance.

After reaching the bottom floor, he heard some heavy hissing breathing, he knew a licker was nearby, he walked cautiously around the area and saw a licker on the floor, he remembered they were blind so he took full advantage and hit a rail and got the licker to focus attention at the rail and slice it a few times and destroy that part of the rail.

Miles took full advantage and blasted the licker off the platform into the lava acid pool below.

Miles proceeded to the power machine and activated it to turn in the elevator.

"Ok, now I can head back", Miles said.

Miles took a big walk back to the way he came, and then eventually arrived back into the room he came into earlier, but upon entering the hallway he was nearly shot by someone.

Hershey was standing there with her smoking gun, "You! You murdered my husband! I know what you're looking for! You came for the G-Virus didn't you? You're not gonna take it from me, this is my husband's Legacy!" Hershey had the G-Virus gripped tightly, "Now, where's that spy you were working with earlier? You know who I'm talking about", Hershey stated.

"What?" Miles asked.

"You really don't know anything do you, *chuckle* you're so gullible, she's one of the operatives sent here by the Agency, the only reason why she came here was to obtain the G-Virus", Hershey said.

"That's a lie!" Miles shouted.

"No it's the truth, I discovered this when I did a little background check on her, she specifically got close to Bokkun and became his girlfriend to get information about Umbrella", Hershey said.

"That can't be, I know her, Rouge wouldn't do something like that", Miles said.

"If you don't want to believe it I don't really care, you're about to die anyway", Hershey said and aimed her gun at Miles.

Miles was gonna retaliate in self-defense but Erazor came down through the roof and Hershey backed out and went to the elevator.

Miles went to the elevator but Hershey already activated it and went up, Miles was stuck with Erazor.

"Damn! I'm screwed!" Miles shouted.

Erazor threw his fist at Miles and whacked him in the gut hard.

"Ow motherfucker!" Miles shouted and then grabbed his Magnum and shot Erazor back and then used his shotgun to blast him back.

Miles then ran back to the previous room to rest up, that was a hard shot to the gut he took.

Hershey was in the main hall of the lab.

"That cop got away, but I know someone else in league with him and that spy", Hershey looked for Cream.

Meanwhile Cream had already passed the big 3 pathed railway that was once the territory of the giant moth.

She went across a path that was hosted by a red light, and arrived in a lab path room, she then opened a gate and saw two humanoid plants, this plant is derived from Plant 42 and is known as Plant 43, also known as an Ivy.

Cream backed away from the poison the Ivy plants shot at her, then loaded her Grenade Launcher with flame rounds and shot at the plants to burn them.

After she burned them she went through the gate and went through a door.

She climbed a ladder and walked through another door.

As she walked down a path, she heard some hissing, "Oh God, not here too".

She walked cautiously to avoid having the licker hear her, she walked carefully while keeping her gun ready to aim at any sign of danger, a bead of sweat running down her forehead onto her nose and caused it to bother her.

She then felt like she was gonna sneeze, "Ah, ah, ah", Cream held her nose to make sure nothing happened, soon the urge to sneeze was gone.

"That was close", Cream whispered, she then kept walking but as she walked she accidentally knocked over some potted plants and got the attention of the licker.

"Dammit!" Cream said and ran to a big gate but couldn't open it without an MO disk, so she ran to another hallway while still shooting the licker and by the time she got to the door, the licker was dead from the bullets she shot into it.

"That was close", Cream said and walked through the door and found herself in a large room with monitors, she looked at the monitors but didn't see much that interested her, she saw a monitor in the security room, Marine was safe and sound, much to her relief, she saw a red dress pass the corner of her eye, she though it was Rouge but she didn't see where she saw it.

"Well Marine's safe, Rouge passed my eye and I still don't know where Miles is, anyway I need to see if there's a vaccine for Marine's condition, before it's too late", Cream said.

She left the room and walked down a hall and at the end of the hall, she saw an area full of silk.

"What's this?" Cream asked and checked through the nearby door, she then saw a huge moth in the room, so she backed away, not wanting anything to do with that moth and then ran in front of another door.

When she opened the door a bunch of zombies came out and grabbed her, but she grabbed her knife and cut them up a bit and when she was far enough back, she shot them back and blew their brains out, "There was WAY too many zombies", Cream complained.

During all this commotion, she didn't notice anyone approaching her from behind.

Cream felt someone behind her and turned around, "Hershey!"

"You killed Geoffrey, I'll never forgive you for that!" Hershey said and aimed her gun at Cream.

"Wait!" Cream shouted.

"I just prepared a sample of the G-Virus, and this time, no one will take it from me, this is the most significant piece of research my husband has ever left in my hand", Annette said, still holding on to the G-Virus.

"Stop it, Marine's in serious trouble, Geoffrey implanted her with his embryos, there's no telling when they'll pupate, and if that happens, then Marine won't......won't......"Cream was saying.

"What?" Hershey stated, then both heard what sounded like Geoffrey.

"Geoffrey!" Hershey ran to where she heard the growl and Geoffrey dropped down from the ceiling, "Geoffrey, you're alive", Geoffrey then slashed Hershey and broke the G-Virus Test Tube in the process.

Cream ran to the sound of Hershey's scream after being slashed but Geoffrey had already leapt away.

She saw Hershey lying on the ground wounded and bloodied from the slash, "Geoffrey is still alive...he's getting stronger with each skin he casts off...M-Marine", Hershey said, almost sounding happy for her husband despite the consequences but still worried for her daughter.

"Tell me what I need to know, how can I save Marine", Cream asked.

"I have detailed information, everything you need to know to prepare the antidote is right here", Hershey and gave Cream a set of papers code-named DEVIL, "Save my daughter, and tell her I'm sorry I wasn't a better mother....Tell her a loved her....Marine...", Hershey stated her daughter's name in her last breathe before dying from the injuries.

"Hershey!" Cream shouted.

Meanwhile Miles had pulled himself together after the attack from Erazor, so he decided to look in another part of the area and saw a door on a platform nearby, he went down the elevator and climbed some boxes to the platform.

He walked across the platform and through some doors and was in a power room.

There was a huge power platform and some controls, he walked around a bit before Erazor returned after dropping from the roof.

Miles attempted to run from Erazor but he ran into a dead end and the wall blocked his way of escape, he was about to take action against Erazor but someone shot Erazor from behind and caught his attention.

Rouge was standing there still wounded and bloodied from the attack by Geoffrey.

"Run", she pleaded to Miles and kept shooting Erazor.

"Rouge!" Miles shouted as Erazor went to Rouge who kept firing until she ran out of bullets, she started to reload her gun but Erazor grabbed her throat.

"Rouge!" Miles shouted.

Rouge simply shot Erazor right through the eye and then he tossed her to a power control panel and caused some brief electrocution and damage to the power panel.

Erazor held his eye and then tripped over the rail and fell into the fire acid pool.

Rouge held her gut in pain, she was still bleeding heavy from the assault by Geoffrey.

Miles went to comfort her and held her steady, sincerely worried for her.

"Miles, please....escape", Rouge said.

"No, we're a team, I can't just leave you behind", Miles said.

Rouge shook her head a bit, "I'm....just a woman, who....fell in love with you, nothing more", Rouge said.

In the heat of the moment, Rouge and Miles moved in for a kiss that lasted a few seconds, before Rouge succumbed to her injuries and went limp.

"Rouge.....no......", Miles held back some tears, "Rooooooooooooouge!!!!"