X men resident evil cross over chapter 2

Rain and Alice lift a hatch that was behind the computers main frame, looking down into the hole. A ladder off to one side and a fifteen foot drop. Rain looks down the hole, and then turns to Alice.

"After you," she says motioning to the hole. Alice looks at her like she's joking, but Rain looks back with a serious look on her face. X-23 sighs and walks towards the hole, looking down into it before jumping. She hits the ground below with a thud that echoes through the tunnel. She listens carefully for any sign of infected, finding none she calls back up to them.

"Clear." When she looks up she sees Alice, Rain and Matt looking down at her. Alice is the first one to move, climbing down the ladder quickly. Rain goes next, then Matt, Kaplan helps JD get over to the hole and lets him work his way down. Spencer fallows JD, and then last is Kaplan. X-23 keeps listening for any signs of danger as the group works its way down. Rain, using her sidearm after discarding her empty primary weapon, leads the team through the tunnels. Matt is helping JD walk, while the rest of them fallow quickly.

"What the hell is this place?" Spencer asks.

"The utility tunnels, they run under the hive for water, gas and power." Kaplan answers, as they keep moving down the corridors while water drips down on them. X-23 stays towards the back, away from the others. She doesn't trust Spencer, believing at the first sign of trouble he will throw her under the metaphorical bus. Alice slows down enough to get close to x-23 while giving her personal space.

"I'm sorry for his reaction. We're all on edge and I think he is just looking for someone to blame." Alice says quietly so only her and X-23 can hear, when the girl doesn't comment she continues, "How long have you been down here?"

"Since I was created," The girl replied, not even looking at Alice. The girl was focused on trying to detect any danger they might run into. Alice puts her hand on the girls' shoulder trying to provide some sense of comfort, only for it to be violently jerked out from her grasp. Alice turns to look at her, seeing the suspicious glance given to her, but doesn't comment on it.

"We've been in here before." Spencer says sounding frustrated.

"Keep moving." Rain orders. While Matt is starting to struggle with supporting JD, JD bends over and expels the contents of his stomach. Alice helps Matt support JD while they keep moving.

"We're going around in circles." Spencer accuses.

"No," Kaplan explains as he takes out the piece of paper with the map on it, "this is the rout the computer gave us. Through the utility tunnels…" he was cut off by Spencer's hand smacking into the map.

"I don't understand why you're listening to her." Spencer says angrily, X-23 was having a hard time concentrating on finding threats to them while watching Spencer.

"Enough already," Rain yells at him, grabbing the front of his shirt and throwing him against a grate which leads to another pipe. "We have no chose but to keep moving, those things are right behind us. You got that?" As soon as Rain releases her hold on his shirt arms reach through the grate, and grab Spencer while he screams. Rain and Kaplan help pull him away, while X-23 realizes they are surrounded.

"That isn't going to hold," Alice comments while turning around, only to gasp as she comes face to face with another undead. She reacts quickly, kicking it in the head, while X-23 prepares for a fight. She watches as JD falls to the ground unmoving while Matt tries to help Alice. She releases her claws with an audible *Snikt* attracting some attention from the others. She quickly runs into the crowd, killing anything that got close enough. As she fought she could hear the grate give way, being pushed out into the tunnel while Spencer, Kaplan, and Rain try to hold it between them and the approaching horde.

"There's too many of them. Hold it!" Kaplan shouts to the others as they are slowly pushed back towards the other horde, where Alice, Matt, and X-23 are fighting. Matt and Alice are snapping a few of the undead necks, while X-23 is decapitating and slicing through the ones she is fighting. X-23 is covered in their blood, every head she takes off or stabs through sprays blood onto her clothes. Alice looks around quickly then grabs onto Matt's shoulder and points up.
"Up on the pipes," Alice then turns to the small group holding the grate and repeats, "get up on the pipes, quickly everyone up on the pipes." Matt and Spencer are the first to move, Matt boosting Spencer up onto the pipes, who turns around and helps Alice up. Both Alice and Spencer pull Matt up, while Rain and Kaplan hold the grate. X-23 quickly finishes the few she has in front of her, then turns and runs towards the commando's. She grabs the grate, effectively stopping it from moving, and yells at them.

"Go!" both of the soldiers obeying her command as Rain helps Kaplan get up while the others help pull him up. Before Rain get the chance something else catches her eye, she stops in confusion as JD stands up and rushes towards her, while she mutters a quiet 'JD?' X-23 hears this and rushes forward, stabbing JD through the head, and shoving Rain towards the pipes while she holds both hordes, which have mixed together, at bay. Rain quickly climes, letting a few tears fall for her fallen comrade, and is pulled up by Spencer, Kaplan, and Matt. X-23 looks up, both judging the distance and seeing if they are all up there safe, giving a few lucky undead the perfect opportunity to sink their teeth into her flesh. One of the undead which was pushed over by the crowd grabs her leg, sinking its teeth into her ankle, while another sinks its teeth into her forearm, biting the metal of her claws along with her flesh. She roars in pain, quickly dispatching both and a few more before jumping up and grabbing hold of the pipes. Rain, Kaplan, and Alice quickly help pull her up onto the pipes, where she collapses from exhaustion and blood loss. She looks up and finds them all looking at her, but while Rain and Alice are looking her over for injuries the rest are looking at her claws, which are still out and covered in blood. She quickly retracts them with an audible *Snakt* which also gains the attention of Alice and Rain. The girl quickly pushes herself into a sitting position and watches as the holes her claws came out through close quickly, while the bite marks are still trying to heal.

"A living weapon," Matt quietly repeats what the red queen told them, causing Spencer to look at him then back at the girl. Pointing to Rain and Kaplan then back at the girl before saying,

"Shouldn't you two do something about that? I mean it poses a threat to us, and you are suppose to protect us." He states quickly.

"Listen," Alice reprimands, "She has done nothing but help us." X-23 discreetly looks over the side of the pipe to see how many undead there are, if it came to a choice between getting shot in the head or fighting through the undead to survive she was going with the only option which she has even a slight chance at surviving. She felt someone grab her shoulder.

"Don't even think about it." Rain growled out, making the girl look over at her, "we need you if we're going to survive."

"She was right," Kaplan says, pausing briefly before continuing, "We're all going to die down here."

"No, we're getting out." Alice tells him determinedly, "all of us." Alice motions for Matt to go first, who is quickly followed by Spencer, as both men start crawling along the pipes. Rain squeezes the girls' shoulder then follows Spencer. Alice and Kaplan quickly follow, with the girl bringing up the rear. They reached an open area where the single pipe breaks off into two going different ways. Matt quickly starts kicking an air vent, claiming into the passage way when the grate gives way. As they all cross the bridge the supports start to give way. The supports suddenly give out, causing the pipes to fall while Alice, Kaplan and X-23 are still on it. Alice jumps towards the opening, where Matt and Spencer grab her arms, pulling her up before any of the undead can grabs her. X-23 and Kaplan weren't so fortunate, they both fall into the horde below, X-23 grabbing Kaplan and shielding him from the hungry mouths while looking for an escape. She spots the pipe that broke leading to the opening they just came from and jumps at the chance. She quickly jumps up and frees her claws with a *snikt* chopping away at the few undead trying to get to Kaplan and her, while slowly pushing Kaplan towards the pipe with her foot. Kaplan seems to understand the plan and starts to crawl towards the pipe while the rest of the group yells to them. X-23 easily cuts through the ones in her way, the ones behind her getting the same when they got too close. When they finally reach the pipe she grabs Kaplan by the vest and heaves him up onto the pipe, following him as the undead grab at her feet.

"Hold on we're going to come get you," Alice tell them.

"No just get ready to catch," X-23 tells them while quickly assessing Kaplan for any damage, finding only a few cuts from the concrete floor. She turns to find the group looking at her like she is insane. She judges the distances as about seven feet, she could easily throw Kaplan's heavy figure that far, but how she will get across she doesn't know. She looks over at them, "Matt and Spencer get ready, Kaplan this is probably going to hurt." She says before grabbing him by the vest and heaves him across the space. He screams a little as he slams into the wall just below the opening, grabbing onto the ledge and with the help of Matt and Spencer, he climbs up into the vent. The girl quickly looks around, trying to find a way across, but finding none. She sighs and looks over at the faces of the group as they watch her for any indication of what she is going to do. She gets down into a crouch, looking over the crowd of undead that was packed into the space, an idea making its way into her head. She pushes off the pipe, landing over half way across the room, landing and pushing off of one of the undead head, repeating this several times while she works her way across. She is within a foot of the ledge when she steps on one of their heads and it caves in under her weight. Sending her sprawling face first towards the ledge where both Kaplan and Matt grab her hands, trying to bring her up, but her foot is stuck in the undead skull she quickly unsheathes the claw on her foot, cutting through the skull and freeing her foot enough to be pulled up. She sheaths all of her claws with a *Snakt*

"Loco, fuerte y peligroso." Rain mutters under her breath. X-23 looks over at her confused, not speaking Spanish herself. Rain clears her thought "Let's get moving."

X-23 follows Rain as she crawls through the vents, always listening for dangers and on high alert. They crawl for a good ten minutes before they see a grate big enough to get through that leads to the floor above them. X-23 carefully listens for any danger. The only thing she hears is the groaning coming from the zombies they left behind and the heartbeats of her companions. She nods to Rain, who grabs the grate and pushes it up just enough so she can look out. Glancing around and seeing no obvious threat, she opens the cover with the help of Alice, both exiting the vent and walking a little ahead. X-23 quickly follows them, while Matt and Spencer close the grating so nothing can get through if they were followed. X-23 stays close to both Alice and Rain, liking both women and wanting to keep them safe. Alice looks down a hallway, making sure no undead lurked in the shadows, when she was hit by a flash of memories, making her stop in her tracks. X-23 noticed Alice stop, but kept walking with Rain because she didn't hear any undead back by Alice and she trusted her senses. Everyone kept walking while Alice turned slowly in a circle.

"Hey, wait." Spencer calls up to Rain when he notices that Alice isn't moving. They watch her for a few seconds as she looks around.

"Are you OK?" Matt calls back to her, but she seemingly ignores him. She keeps looking around, and then approaches a room. Matt moves towards her.

"Blue for the virus, green for the anti-virus," Alice mutters under her breath, so quiet that only x-23 and Matt can hear her. Matt being right behind her and x-23's enhanced hearing. "There's a cure."

"What are you talking about?"Matt asks her puzzled.

"There's a cure," she repeats like it answers everything, smiling a little to herself, then states louder, "the process can be reversed, there's a cure." Before walking into the room she was looking into moments before, Matt following close behind. X-23 runs to catch up to Alice, finding her standing on a raised platform in a small flooded lab, occupied only by the office supplies floating around. "This is where they kept the T-Virus." As Matt walks in behind them, watching Alice with disbelief as she looks around.

"How do you know all of this?" Matt inquires quietly.

"Because I was going to steal it," Alice replies, getting flashes of memories of her standing in a graveyard talking to another woman, promising to get her the virus. The catch being that she needed to bring the company down with the information. She remembers the woman's name being Lisa, but nothing else. X-23 watches the series of emotions pass over Matt's face. "For a woman named Lisa." Alice mutters mostly to herself, though Matt and X-23 can hear her.

"My sister," Matt tells her, drawing Alice's attention away from the lab. "You betrayed her?"

"I don't know-"

"You caused all of this."

"I can't remember" Alice tells him, moving towards the stairs only to be grabbed by Matt. X-23 tensed, ready to step in if necessary, but let Alice handle this.

"What's wrong with you?" Matt asks in disbelief, angering X-23 by accusing Alice of causing all of this.

"I don't remember the truth," Alice tells him, barely containing her emotions as she rips her arm out of his grasp. She walks down into the water and tries to open another door, as Rain, Kaplan and Spencer walk into the room. X-23 moves to help Alice as Spencer walks into the water also, looking slightly confused. When Alice and X-23 open the door, Alice imminently walks into the room looking in the containment area, where they kept both the virus and antivirus. Noticing imminently that both are gone she slams her hands onto the table. Frustrated she declared "I don't understand." Both Rain and Kaplan walk towards her, slightly confused, while Matt says on the platform. "It's gone. It's gone, it's not there." Spencer starts reliving a memory of him over hearing Alice's conversation with Lisa, then stealing and releasing the virus. X-23 notices Spencer staring off into space first, puzzled by his strange behavior she watches him closely.

"Spence?" Alice asks, after observing him standing still for awhile. X-23 notices his hand twitch, causing her to tilt her head.

"Spence?" Alice repeats her questioning tone, but when Spencer looks over at Alice, X-23 notices a change in his behavior. He no longer looks like a scared civilian trying to act brave, now he looks dangerous, like one of the commando's, except for the fact he looked like he could snap any second. Spencer shakes his head, and indifferently walks to the door, being watched by everyone as he approaches the door, and stops next to Matt. He quickly pushes Matt down the steps and into Rain and Kaplan, causing both to lose their balance and fall into the water. He runs out the door shutting and locking it from the outside, and then picks up a piece of broken metal and smashing the locking mechanism, before taking off. Rain and Kaplan both get up as Matt rushes to the door.

"Your boyfriend's a real asshole," Rain brings up to Alice.

"He broke the locking mechanism," Matt angrily informs them, "I can't believe that son of a bitch is going to get away with this."

"I don't think so," a British voice suddenly speaks up causing everyone to turn to a monitor on the wall, "I've been a bad, bad girl." The red queen informs them, not sounding at all troubled by this confession, causing X-23 to smirk. A video feed of the loading bay is brought onto the screen, as they see Spencer descend the stairs, taking a bag off the outside of the train and opening it. He checks the contents before closing the bag, getting ready to board the train, when he hears what sounds like a growl. It distracts him enough so that he stops walking, and looks around. He hears something that sounds like flesh being dragged over concrete and an air vent opening. He looks up, spotting a four legged animal with no eyes or fur clinging to the body is made up of exposed muscles while its head has its brain exposed. Its claws look to be about a foot long and its tongue being at least four feet, as it whips around.

"My god," Spencer mutters before the thing pounces and rips out his throat then starts to eat him. The monitor goes blank as the creature looks at it.

"What the fuck was that?" Matt asks, shocked at what he just witnessed.

"One of the hives early experiments', produced by injecting the T-virus directly into living tissue. The results were unstable. Now that it's fed on fresh DNA it will mutate, becoming a stronger faster hunter." The red queen finishes explaining, when suddenly there is a yelp of pain, causing everyone to turn around. X-23 is the first to figure out what happened, seeing Kaplan fighting off one of the undead that must have been trapped with them, and smelling fresh blood. Rain quickly fires off a shot, hitting the woman in the back of the head, and causing her to fall onto Kaplan.

"Fuck!" Kaplan shouts in both pain and surprise. Putting his hand over top of the bite wound on his shoulder, applying pressure to it.

"I didn't think any of you would make it this far without infection." The red queen states, sounding worried.

"Alright we need to get that antivirus, let us out." Rain demands, going over to Kaplan and helping him stand.

"There is no guarantee it will work."

"But there is a chance, right?" Rain argued back.

"I don't deal in chance." The red queen states back boldly. Rain looks around the room, noticing two things. One, X-23 hasn't moved, and two a fire axe hanging in the corner. Rain grabs the axe and looks at the only window in the lab, which has puncture holes in it, looked to be caused by the reverse side of the axe.

"Fuck it," Rain grumbles, before sitting in a chair and watching as Matt tries to find the right code for the door. Rain looks at her watch, "no pressure guys." She tells sarcastically when she see they only have twenty minutes left.

"Do you require the four digit access code? I can give you the code, but first you must do something for me." The computer informs them, causing X-23 to stiffen at the possibilities. The computer could tell them to leave her behind or to kill that thing before they leave, or even kill Kaplan now that he is infected, even with the antivirus waiting.

"What do you want?" Alice asks.

"One of your groups is infected. I require his life for the code." The computer tells them.

"The antivirus is right there on the platform, right there." Alice angrily argues.

"I'm sorry but it's a risk I cannot take." The computer says, sounding a little upset. X-23 quickly looks for a way out, but notices Kaplan and remembers something. She quickly walks over to him, causing Rain to jump up and aim her gun at her.

"What are you doing?" Rain asks through gritted teeth, wondering if the girl will betray the group and kill Kaplan, but is quickly distracted by the creature that killed Spencer banging on the window.

"The glass is reinforced, but it won't hold forever." The red queen informs them. Causing X-23 to act, she approached Kaplan as everyone was focused on the creature.

"Can you fry her?" she asks him, referring to the computer, making Kaplan realize that he still had the control. He fished it out of his pocket, and quickly pressed the button, as the beast slams into the glass again causing spider web cracks to form. The lights shut down, red queens' voice stopped and the creature is gone, causing everyone to look at Kaplan and X-23. "Let's go." X-23 quickly orders, fearing the creatures return. They quickly exit, Kaplan and X-23 being the last out, both rushing through the door as the creature jumps through the glass. They quickly close the door closing the creature in the room, before rushing down the hall way and down the stairs to the train.

"Start it up, I'll get the bag." Alice tells the group before walking towards the bloody mess that was Spencer. The rest of the group quickly gets onto the train, Kaplan walking to the front to start it while Matt, Rain and X-23 wait for Alice. Alice reaches for the case only to have Spencer reanimate and try to grab her, as she backs away Spencer crawls closer, finally grabbing her boot. "I'm missing you already." Alice casually tells the corpse as she stomps down on his head, crushing his skull, before grabbing the case. She quickly takes off her 'wedding' ring and tosses it by Spencer's body before she jumps on the train.