Another one of the "carriers" fell after a splatter of M16 rounds lodged into its cranium above the left eye. With a final toiling gasp it shuddered and then went limp as dark blood pooled in front of it. Carlos wiped his brow and then moved on. Ever since dropping down from the helicopter it had been an endless wave of these "people" and not one normal human. Carlos had watched most of his platoon die; Henriksen went down with his gun still blazing as a horde of them surrounded him, Doyle had put his rifle under his chin and pulled the trigger, and just forty-five minutes after being bitten, Carlos had to put down Yuri when he turned on him.

"Why won't this end! MIERDA! MIERDA!"

Carlos yelled out as two more of the slow, staggering creatures stumbled into the alley. One was female, looked to be a High School girl which was made obvious since she was wearing a tattered Cheerleading outfit. The other was an older man, obese with a large belly hanging out of an unbuttoned shirt. Some of his intestines were hanging freely, swaying as he moved; if Carlos hadn't of seen worse while working in South America he probably would have vomited at the sight. He gritted his teeth and tightened his grip on his M16 as he raised it.

"VAYA AL INFIERNO, CABRONS!"

Carlos yelled out as he pulled the trigger sending waves of bullets from the assault rifle. He had been a fluent English speaker for years, though his native Spanish still came out when his emotions got the best of him. He wasn't even aiming for the head like he had been; it was just random firing as his anger was released. The fat man went down first and his body twitched. The girl went down but didn't stop. She dragged herself forward, still moaning and reaching for his ankle. When she got close enough Carlos raised his foot and brought his thick-soled combat boot down. Her decayed skull squashed easily enough and then her "life" was finally over.

He trekked forward, moving on. What the hell was really going on here? They were told that there was a chemical spill and it caused hysteria and violent outbursts in the affected. The job of the U.B.C.S was to rescue any uninfected and bring them to safety. So far there hadn't been any "uninfected survivors" and every person they had found was coming after them. He moved out of the alley and onto a street. There were businesses all around but all of them had boarded windows and there didn't seem to be any activity on the other side. Carlos sighed and moved on. He was all alone after he had to put Yuri down and he hadn't come across any civilians or other U.B.C.S members in the hour that had passed since he gunned down a fellow soldier.

"Please, God…let there be somebody that can help or somebody worth saving…."

There were no sounds in the small business district except for Carlos's own breathing and his boots clicking against the pavement. Before there had been gunfire but now even that was gone, the others had either been killed or retreated from battle. As Carlos turned the corner he felt a small glimmer of hope. Across the street was a diner with a still working neon sign which read "Grill 13." A restaurant meant there would be food or better yet, sharp knives and whatnot which would make great melee weapons. If anything else, there may be a few civilians inside hiding from the terrors outside. As he reached the front door Carlos lifted his rifle into the standard "Sweeping" position and kicked the door open.

On the other side of town another person was running. Unlike Carlos who was exploring, this person had reason to run. Jill rounded a corner and pressed on, pushing off her toes so quickly she was almost leaping with each stride. That big thing in the trench coat had killed Brad with simple ease and now it was after her. She had managed to escape from it at the police station, but it had found her again soon after. Even though she had Barry's .357 from the weapons locker, even its mighty shot did little to deter the unstoppable monster. It had actually wrapped a hand around her neck and lifted her up. A shot from the powerful magnum to the face had knocked it back and Jill was all too thankful for the oil canister a few feet away. With one well placed shot the drum exploded and sent the hulking tower backwards and covered in flames. As it screamed in a mixture of pain and anger and fell on its back Jill hauled ass.

It just wouldn't die. It took a magnum to the face and was set ablaze by an oil fire but Jill still saw its right foot twitching. At least she had bought some time to plot her next move. Even though she had cleared a good half mile that creature was still out there and she knew it was still looking for her. How was it finding her? Scent, some detection device, or was it just a hunting instinct? Jill finally slowed her movements when she stepped into a street and recognized the downtown Raccoon district. Across from where she stood were the Grill 13 and the movie theater. The sign outside the theater read "Now Playing – Biohazard 4." What a morbid sense of foreshadowing, Jill thought to herself.

Jill took a moment to reload the six shot .357 and then tucked it into the waistband of her snug skirt, opting to exchange the "Big Boy" for the more common 9mm Beretta which was her S.T.A.R.S. issue. She moved across the street and looked in through the glass door. There with his back turned was a tall figure, obviously male. He wore black combat boots and camouflage pants. The black bulletproof vest he wore was adorned with the initials "U.B.C.S." By the way he moved Jill could tell he was still alive, the zombies didn't move like that. As she stepped in she could smell the faint odor of gas in the air, the stove must have been leaking. That thought quickly left her mind however.

"Show me your hands!"

The accented words left his mouth in quick succession as Carlos spun on his heels with his weapon raised. He didn't think those things out in the streets had the intelligence to open doors so he was a bit surprised when he heard the chiming bell signaling the door had opened. His eyes went a little wide when he saw a slender brunette in a black miniskirt, blue tube top, and…..packing a Beretta?

"Hold your fire! I'm human!"

Her delightfully feminine voice said loudly. Carlos slowly lowered his weapon and gave her a coy grin. After a few hours of running around a zombie infested city it was great to see another living person. He slung his M16 over his shoulder and walked over to her, hand extended.

"Corporal Carlos Oliveira, Umbrella Biohazard Countermeasure Service. It's great to see another human in this godforsaken nightmare."

Jill just looked at his extended, gloved hand and then back up to him. Her eyes suddenly narrowed and she stepped back, raising the Beretta at him. She may have been dressed like a civilian but Carlos instantly knew from the way she held the weapon and her posture she had some type of training. His eyes widened at her sudden actions but he was cut off before he could ask any questions.

"YOU WORK FOR UMBRELLA! TELL ME WHY I SHOULDN'T KILL YOU RIGHT NOW!"

What was this crazy bitch's problem! One minute she was glad to see a survivor and now she was pointing a gun in his face? He couldn't draw his weapon the handgun would have already fired and hit him before his rifle was even off his back. Carlos carefully raised his hands and held them up beside his face where Jill had a clear view of them.

"Listen, lady, my squad was sent here to help rescue any survivors of the chemical spill. We're the good guys."

"Bullshit! This whole thing IS Umbrella's fault and you expect me to believe you came here to help people!"

"Whoa, whoa, Senorita! I have my own questions too after landing here and assessing the situation. All of us are hired guns, okay? Umbrella said there was an accident and they needed a team of men to go in. I swear that's all I know."

After a long moment of staring at him, Jill finally lowered her Beretta and slipped it onto the other side of her waist band, away from the precious .357. The look of her face faded from anger to somewhat normal, and then drooped down to a somber expression. Though she kept a trained eye on Carlos the whole time she moved to a booth and took a seat.

"So, they're just using you too. I understand. Listen, we have to get out of here. There's some…..monster out there that's been trailing me. If it finds me here I don't think it'll have a problem killing you too."

It didn't seem that far fetched of a story. If Carlos hadn't of entered Raccoon City himself he wouldn't have believed that something was chasing her. After all the things he had seen in just a few hours he was willing to believe that the Tooth Fairy and Santa Claus were real again. He moved to the booth where Jill sat, though he chose to lean against it than actually take a seat.

"It seems like we have to work together then. No formal titles here drop the "Corporal" bullshit. Just call me Carlos. And you are?"

"Valentine. Call me Jill. I'm a S.T.A.R.S. member, working alongside the RPD."

"Policia, huh? That explains why you know how to hold a firearm. You need any rounds? I saw a box of 9mms in the kitchen a minute ago."

Just as Jill stood to enter the kitchen for the ammo the side door that led to the kitchen from the outside suddenly ripped off its hinges and was thrown across the room. A giant, hulking figure ripped in, even breaking through the wall as his massive frame entered the diner. He let out a heavy, breathy, growl and called out his one word phrase. That had to be what Jill was telling Carlos about. It was still alive, even after being set on fire it had tracked her to the restaurant.

Acting quickly Carlos grabbed Jill by the wrist and pulled her along with him as he knelt behind the counter that separated the dining area from the kitchen. Heavy footsteps plodded through the kitchen as the Nemesis moved, surveying his surroundings. Jill pressed her back against the counter and reached for her magnum. Carlos's eyes wandered and then he saw what he wanted. Just about a foot away was an oil lamp, still burning. He looked back to Jill and gave her a signal to run. When she saw him reaching for the lamp she knew why. Carlos sprung to his feet with the lamp in hand and screamed at the monstrosity in the kitchen. As it turned to him he tossed the lamp and then broke out into a run along with Jill. The moment the glass shattered and the flame was exposed it ignited along with the gas. The Nemesis screamed as it was thrown back against the wall and once again enveloped in fire. The impact actually sent a wave that propelled Jill and Carlos as they ran to the street, sending both of them falling forward on the cool pavement.

"WHAT IN THE HELL IS WRONG WITH YOU! YOU NEARLY KILLED US BOTH!"

Jill screamed at Carlos as she pushed herself up. She looked down and noticed the palm of both hands and her knees were scraped. A quick check revealed her weapons hadn't fallen free during the tumble and that she was grateful for. Carlos stood and began brushing himself off. He spoke to Jill as he walked the few feet to where his M16 had landed.

"What was I supposed to do? I wasn't about to open fire on that thing with a gas leak in the restaurant and I didn't want to risk trying to outrun it either. That just left blowing it up, which I think worked."

He motioned with his hand towards the remains of Grill 13 and Jill looked. The whole building was now burning and billowing black smoke out the shattered windows. An explosion had to have finished that thing off. Either that or it would be knocked out for quite some time. Carlos slung his large gun over his back and walked back towards Jill. He gave her a serious look as he spoke.

"We have to keep on the move. Our evac point is the Clock Tower. I know jack shit about this town, if you can help me get there, I can call for a chopper to fly us out. I have no political underlying with Umbrella they just paid me to come here to help. If you want to get out, I suggest you come with me if you want a safe way out. You in?"

How could Jill refuse that offer? Her original plan had only consisted of crossing town to reach the Interstate and reach another town to let the outside know what was going on. Flying on a helicopter sounded much better than walking. Still a little suspicious she gave Carlos a nod. He gave her a smile as he pulled a few loose strands of hair from his eyes.

"I had a feeling you'd say that. It's my accent, right? You American women hear it and you can't control yourselves. Did I mention you're just my type, too? Also, I would just like to say….I think white is a great color. I did see up that little skirt when you fell."

His voice was jovial and he had a playful look on his face. Jill narrowed her eyes and let out a low growl. This guy may have been tall, dark, handsome, and above all a Military man, but this was a life and death situation, not a time to make googly eyes at each other and flirt. She tilted her head to the right, motioning down an alleyway.

"About five miles that way is the St. Michael's Clock Tower. It's a long walk, but we'll be okay. If we go a mile up Linderman Street we can take a Trolley which will take us right to the Clock Tower."

"I like that idea a lot better myself. I just hope that Trolley works. It does function, right?"

"It did the last time I had heard."

"Right, and since then this whole town has gone to shit. I saw a Mechanic's shop just up the road from here on my way to the diner. I think we should stop by there and grab some tools and parts just to be safe. If we get to the Trolley and it's broken, we're fucked."

"Sounds good to me. Let's go before that freak in the diner comes to. I blew him up once and he still came after me."

The two of them began their brisk pace down the street to the repair shop. Little did they know they were not quite alone, for across the street on a rooftop stood Nicholai Ginovaef. The white-haired Russian watched them, seeing everything. He saw Carlos enter the diner and that woman enter soon after. The explosion had knocked him off his feet and now he was wondering what the two had planned. He stood his ground until they left his sight and then he turned to walk away. Carlos had brought an outsider in which may complicate things, but it mattered not. He could still play the role of the "Good Leader" right until the very end.

Before Carlos had realized what was happening his back was to the wall, hands were roaming through his dark locks, and a smooth set of lips were on his. He and Jill had found the Mechanic's shop and the parts and tools that would assist with the Trolley. They agreed to take a rest stop and he tried to hold a conversation with Jill. She was still being secretive. The only info he knew was her name was Jill Valentine of S.T.A.R.S. and she knew too much about Umbrella. Going on his own secrecy, he let her know his name, how he wound up working for Umbrella, and why he was here. The next thing he knew Jill was brushing her hand against his forearm and it had led to this.

Their lips pulled apart and Carlos let his hands roam over her back as she began kissing the side of his neck. It wasn't he didn't enjoy the attention, but why was he even in this situation? Wasn't survival the top priority? Now he was getting all hot and heavy with a woman? It was the impulse of not being alone. The two of them hadn't seen other living people in quite some time and they needed contact. Jill was a very attractive woman and he was a handsome man, what else needed to be said? Finally Jill pulled away from his neck and grabbed the sides of his face. She looked him in the eye a moment and then began kissing his lips once more.

She leaned forward and lightly pressed her leg against his crotch, applying just enough pressure. He moaned softly against her lips and that only made her kiss him with more passion. At that moment Jill had to stop and ask herself why she was doing this. Carlos was a stranger and she didn't even ask him if he had a wife or girlfriend, though chances were not considering his lifestyle. When it came down to it, he was a tall, dark, Latin man and she needed some sort of physical intimacy to break away some of the nightmare she had lived in for the past few days. Her thigh began grinding against him in slow motions and she could feel his hands tugging up the back of her skirt before they gripped her ass.

It was relief. They were alone and at peace now and sharing a mutual need. That made it easier for Jill and she felt it probably made it easier for Carlos to deal with the fact he was kissing and groping a stranger. She pulled away from him for a moment and reached out, undoing his belt. He looked at her with a flushed, red face and she returned the look, giving him a slight grin.

"So, Corporal….can the General come out to play?"

Her voice was so sultry and sexy in that feminine way that would drive most men mad. He only smiled at her as she slipped a hand into his pants. Instead of pulling it out she chose to lightly grope it and leaned back in for another kiss. As Carlos moaned again at the new sensation he reached to her and began tugging at her blue top. A moment later it fell to the floor and her upper body was fully exposed. As he had assumed, she wore nothing underneath and her glorious bust was revealed.

"I see that S.T.A.R.S. members are armed with other ballistics besides guns…..Nice…."

The little game of euphemisms only served to inject humor into the situation which shattered more of the horrible events they were both in the middle of. As Jill's hand continued to tease him he pulled her closer and began to play with her breasts. He slipped a hand over the left one and lightly caressed the smooth skin, feeling her nipple harden under the warmth of his hand. Leaning down, he slipped his mouth over the right and began to lick it and gently suckle it. Jill's eyes closed as she let herself get caught up in the moment. Carlos was a great kisser and he knew how to tease a woman in just the right way. She exhaled through her nose and just enjoyed it.

"Carlos….."

Her voice was much softer and a little ragged, but that only made it sound even sexier. Carlos pulled away from her chest and looked to her. She leaned forward and gave him another rousing kiss, this time forcing her tongue past his lips and into his mouth. Their tongues slid across one another's as their lips lightly pressed together. Carlos pulled her close again, wrapping his muscular arms around her. Jill pulled her mouth away again.

"Carlos….I want you. I want to feel you. Please…."

"I love the way you say that. Say it again…."

"Please, Carlos, take me. I need to feel you."

"Como usted desea….."

Carlos's smooth accent enunciated every word perfectly. Jill felt her body shudder as he scooped her up. She wrapped her legs around him and started kissing his neck as he placed her on a nearby table. She looked up to him and smiled.

"I love it when you speak like that…..It's so hot to hear you speak Spanish to me…"

Carlos didn't answer. He placed his hands on her hips and began kissing her again. She wrapped her arms around his neck to pull him closer to maximize the kiss. She let a small gasp of surprise escape her as he pushed her down onto the table and then began lowering his already unbuttoned camouflage pants. Jill watched his "General", as she called it earlier, spring to life and a huge smile spread over her face. She sat up and pulled up her skirt to expose the white thong she wore underneath. Her hands pulled the thin garment aside to reveal herself to him.

He stepped closer and placed his hands on her thighs causing her to moan again as his warm hands touched her smooth skin. Her eyes shut and she gasped as she felt his warmness press past her and into her opening. She sucked in her bottom lip as she felt him fully enter her. The two of them remained still, taking in the moment. Jill wrapped both arms around Carlos's neck again as he began to move, pulling back only to thrust into her again.

Their lips locked again and this time Carlos slipped her the tongue. The shared French Kiss only elevated the mood and caused Jill to tighten herself around him. The whole experience was too much. Carlos was kissing her, his hands on her lower back, and he was inside of her. Jill held her arms around his neck and kissed him, occasionally tightening her inner muscles around Carlos. Nothing mattered now. They were trying to survive the hells of Raccoon City and this was surviving. Jill moved her arms away and slid them down his back, coming to a rest on the firmness that was Carlos's ass. It was easily the best Jill had found on a man. Her hands gripped tightly and she pulled him closer which made him push even deeper into her.

"Ahhhhh……Oh, Jill….."

His voice was very deep and his accent showed through more than before. Jill flicked her tongue out over his neck and then kissed the damp spot which sent chills through him. He moaned so Jill did it again on a different spot. Her hands pulled him forward again, once again driving him in deep. She just couldn't get enough of what he was doing to her. Carlos began to breathe heavier and quicker, slowing his thrusts down, but still pushing in as deep as he could.

"Aye, Jill….You are so good…."

Jill could feel it too. She could feel her body begin to quiver and that tingle beginning in her lower stomach and spreading. She pulled Carlos even closer to her and held him there. Carlos felt Jill tightening around him and it was nearly bringing him to climax as well. A few more thrusts and he could hear Jill nearly screaming.

"CARLOS! UGGGGHHHH! MY GOOOOOOOOOOOOD!"

Her entire body went tight and her head fell backwards. As her inner muscles began to contract repeatedly Carlos bit into his bottom lip and winced. A wave of pleasure rushed through his entire body and caused him to stiffen like she. The shared moment ended when Jill leaned forward and began kissing the side of his face. A moment later Carlos stepped back from her, exiting her. His breathing was ragged and heavy as was hers. Jill looked to him and smiled a real smile.

"You….."

It was all that would come out. She tugged her too snug skirt back into place and then ran her hands through her hair, pulling the light brown strands back, tucking them behind her ears. She was too exhausted to even move from the table so she sat there as she watched him zip up. When he looked up she blew him a kiss and he smiled.

"Jill….you're truly a woman. Whether it's kicking zombie ass or sleeping with me…..Wow……"

Jill just smiled at him as she stood from the table and walked to where she had discarded her weapons, and her shirt for that matter. As she knelt down to grab her things she looked up to Carlos and couldn't help but smile. He was an ally and a lover and was good at both. Somehow surviving Raccoon just became a little easier.