Author's Note: With an ever-developing series like Resident Evil, there's so much to work with. I try to keep the characterization of our favorite heroes and villains as close to their source as possible. But, what do you work with? Do you base it off the original games? The remakes? Developments in the sequels? Do you take hints from the non-canon media like Paul Anderson's movies and S.D. Perry's novels?

The short answer is you take what you think works best in the story. This means that a character action or dialogue may vary from the game. With that in mind, I want my readers to know I love these games and their stories and characters as much as anyone else and hope you enjoy my writing for what it is.

Rebecca planted her palms on her thighs and pushed herself to her feet. The sight before her was as gruesome as anything she had ever seen in any horror movie. The MP truck was overturned and the man hanging lifelessly upside down from the driver's door hardly bore a resemblance to a person anymore. He was ripped up; chunks of flesh were taken from his shoulders and neck and there were several holes in his cheeks that seemed like they came from something other than what was munching on his upper body.

A few feet away was the body of the other MP and he was in worse shape than the driver. He was lying face down with his head turned at an impossible angle, some of the discs in his neck protruded against the skin in a sickening sight. His face, or what was left of it, was set in a look of panicked horror, the eyes wide and the mouth open. He had similar facial and neck wounds to the driver but his body had been picked by scavengers. His left arm had been mostly gnawed off at the elbow and there were jagged teeth marks around missing pieces of muscle from his calves.

Rebecca busied herself with looking at the clipboard she had removed from the broken briefcase she found near the driver's body. She held her small flashlight between her teeth as she scanned the document. It was transfer papers for a court-martialed Lieutenant who had been sentenced to death. She felt her heart rate increase as she read the details behind the court martial. This man had killed twenty-three innocent people and attacked his own squad before being overpowered…and now he was gone.

Rebecca looked down at the driver and then over to the second man before looking back to the jeep. She knew it was pointless but she knelt down again to make sure there wasn't a third body inside the jeep. No, its only occupant was the driver. That meant the murderous Lieutenant had escaped. Rebecca quickly pocketed her flashlight and spun around.

"Captain!" She cried out.

Several yards away Bravo Captain Enrico Marini was trying to get a radio transmission back to the RPD. The broad Latino shook the handheld radio before trying the transmit button again, only to be greeted with another blast of white noise. He turned when Rebecca called out to him and saw the rookie recruit making her way up to him.

"What is it, Chambers?" He asked, seeing the clipboard in her hand.

"I think we have more than cannibals to worry about out here," she said. "Here, take a look at this."

She began to tell him what was in the file as she handed it over. "Lieutenant William Coen was being transferred to the Ragithon Base for execution. That's his transport we just found and Sir –" Rebecca paused. "There are two bodies at the scene, not three."

"Well, shit," Enrico said as he looked back up to Rebecca from quickly perusing the papers. "I take it this means the Lieutenant took out his escort and made a run for it. Though it seems a bit over the top for a simple prison break."

"I agree, Sir. The flipped truck and the condition of the bodies seem like an accident of fate," Rebecca said. "He probably made a break for it when the truck flipped and scavengers got to the bodies. They're still warm, so I'd say time of death is within the hour."

Enrico nodded as he ran his thumb and index finger through his mustache. He removed Coen's transfer papers from the clipboard, folded them in half and slipped them into his vest pocket before turning away. He took a few steps into the open field and called out in his booming voice. "Bravo Team, line up!"

Rebecca immediately fell in line and in seconds was joined by the rest of her team who hadn't gone that far from the landing sight. As they stood at attention Captain Marini stood firmly in front of them, hands behind his back and chest out. His dark eyes traveled over each of them as he began his speech.

"This situation just got a lot more complicated. We now have an X Factor in this mission," Enrico told them. "Our helicopter's mechanical problems aside, we now have two fatalities and an escaped murderer."

At that line the other members of the Bravo Team looked a little more alert. Enrico met the eyes of Richard, Forrest, Ken, Edward and Kevin as he picked up where he left off.

"That transport we found was in charge of taking convicted murderer Lieutenant William Coen to Ragithon for his execution. From our best estimate, there was an accident and the truck overturned. During the confusion Lieutenant Coen made a break for it and left the two MPs behind. This means he could very likely still be in the area and is to be considered extremely lethal."

Immediately flyboy Kevin Dooley spoke up. "Sir, what is your recommendation?"

Enrico was in full Captain Mode now and couldn't be stopped. He stared right back at Kevin and for that moment the other members of the Bravo Team didn't exist. "You get back to the helicopter and see about getting in touch with Alpha. The rest of you will split into teams of two and secure the perimeter. No one is going to go this alone, understood?"

A resounding chorus of "Yes, Sir" gave him the confirmation he needed. The team broke with Kevin sprinting back to the helicopter as the others formed into pairs. Radioman Richard Aiken paired up with Weapon Specialist Forrest Speyer and they headed northeast, away from the wrecked transport. Field Scout Ken Sullivan – who they all called "Sully" – found himself with the experienced Captain. That left Mechanic Edward Dewey with the rookie. Before turning his back to head deeper into the forest with Sully he watched the rookie check her weapon and brandish her flashlight before walking off with Edward.

"Good luck, Rookie. Hell of a first mission," Enrico said to himself.

"What was that, Sir?" Sully was looking back at him.

"Nothing, just stay on your guard, Sully," Enrico reminded him.

Billy sat on the floor with his back to the wall, the window inches above his head. His back was firmly planted against the wall and one leg was beneath him. He had no weapon and he had somehow managed to lose the key to his cuffs when those dogs had shown up. He let out a breath as he tried the nail file on the lock again.

"Just great," he said to no one but himself. He knew he was going to die tonight when they got him to Ragithon and then he had felt a burst of hope when the driver lost control and the truck flipped. He escaped the wreck mostly unharmed and had taken the keys from the driver. His plan was to remove the cuffs, radio for help for the injured MPs and then get as far the hell away from the sight as he could.

But that was before those dogs showed up.

He had just unlocked the cuff on his right wrist when he heard panting and the sounds of little feet on the wet forest floor. He had turned around just in time to see three wild dogs appear and one of them jumped on the second escort, tearing into his body with ravished hunger, as the other two snarled at him. At that point his instincts took over and he broke off into a run as the two dogs gave pursuit. Somehow he managed to lose them in the dense woods and that was when he'd found this train.

So far he wasn't sure how much better off he was inside the train. He had gone through two cars so far and the first almost made him turn back. There was broken glass from numerous shattered windows and people slumped in their seats or lying on the floor. No one had moved and though he hadn't checked, he was fairly certain they were all dead. The lights were still on but the people he could see in their seats looked as though they had been dead for awhile; their eyes sunk in and cheeks hollow and flaky.

It didn't make much sense, but Billy felt better taking his chances in the train full of dead bodies than outside with those killer dogs. He grunted and cursed under his breath as the tip snapped off the nail file and the handle flew out of his hand. It seemed that for now the dangling cuff would be staying. He stood to his feet and began to walk through the car when an approaching sound caught his attention. He could hear muffled footsteps and someone talking.

"Goddamnit…" Billy muttered as he stopped near the exit of the car and knelt behind one of the seats. The footsteps and voices grew closer and he realized there were two, one male and one female. He stayed crouched behind the seat, carefully peeking around the edge as a figure appeared in the entrance door's window.

It was a tall man wearing dark clothes. Between the distance and the lighting Billy couldn't make out too many details. He watched as the man looked through the window and then turned away to talk to someone else with him. The man disappeared and then the door opened. Someone was coming in.

Billy leaned back behind the seat and pressed as close to the wall as he could. He was trapped and he knew it. He couldn't make a run for it without being seen and he had no weapon to defend himself with. His only hope was to go unnoticed. He lowered his breathing to only taking shallow breaths through his parted lips and remained as still as possible.

He could hear the soft footfalls on the carpet as the person approached him. The lighting was a bit dim in the corner by the door but it would only take a casual glance to see the man sitting on the floor. He tensed, getting ready to spring into action if he had to – when he heard the crackle of a radio.

"Rebecca, you need to stay on your guard. I found some roughed up bodies back here and some of these look fresh," the man's voice said. "Our Lieutenant may be on this train so keep an eye open."

Billy still remained perfectly motionless as he heard the unclipping of the radio and a girl's soft voice reply. "Roger that, Edward. This car looks empty so I'm going to head back; I think I saw a dining car to the left when we came in. Over."

"Copy that," the man named Edward said.

They knew about him. It shouldn't have been possible but they knew. As Rebecca turned to walk away, Billy counted to five and then very slowly peered around the seat again. He saw that Rebecca was a young girl who barely looked out of High School. She was dressed in green with a white vest, the word "Medic" written in large red letters under across the back. The insignia above the word was a police shield with the acronym "S.T.A.R.S." in bright gold on blue lettering. He watched until she left the car out the same door she entered before falling back against the wall.

"'S.T.A.R.S.' 'S.T.A.R.S.'," Billy said to himself. That sounded so familiar, but from where? Then he remembered; he heard some of the guys in the cellblock mention them. They were supposed to be some sort of Elite offshoot of the local police. Their name stood for Special Tactics and something or another. But why would S.T.A.R.S. be out here looking for him already? It couldn't have been more than a half hour since the transport truck flipped. They wouldn't know to come looking for him by now.

Billy stood to his feet and opened the door to the next car, stepping in and quickly sliding the door shut. A quick scan of the room revealed more bodies like the others. However his hopes went up when he saw a man dressed in a security outfit lying on his back a few feet away. Billy moved to the man's body and knelt. Yes! Still in its holster on the man's belt was a standard issue 9mm handgun.

Billy removed the gun, slid back the barrel to check for ammunition, and stood with a quick glance upward, mouthing a silent thank you to whoever was up there watching over him. Now he had a weapon in case he ran into those dogs again or that girl from S.T.A.R.S. and her friend.

Well, Billy thought as he slipped the gun into the waistband of his jeans, at least she's cute. If he couldn't intimidate her with the gun he may have some other charms for her. She was, after all, the prettiest thing he had seen since they tossed him into prison a year ago.

Rebecca made her way to the dining car and tried the door. The knob made a half turn and then stopped. Locked. She leaned forward and pressed her face against the window, cupping her hands beside her to look in. It was dark inside the car and she couldn't make out much of anything. Letting out a sigh she turned and walked away, hoping she may come across a different way in.

She walked into the next car and covered her mouth as she turned away gagging. She had seen a few bodies in some of the other cars, but none like this. Sitting in the seat right in front of her was a woman dressed in a skirt and blouse, very business looking, who had suffered the worst damage she had seen so far. There were numerous pieces of flesh missing from her face and one of her eyes was missing, the hole a jagged mess as if something had forced its way inside.

Rebecca felt her stomach churn and the back of her throat catch. She sprinted across the carpeted floor and leaned out the shattered window just in time. She retched and felt her stomach tighten and clench as she lost its contents of over the side of the train. Finally it stopped and she remained bent over the window sill, leaning out into the cool night as she tried to regain her composure. Taking a few deep breaths of the fresh air outside, she pushed herself upright and climbed back into the train car. She made sure to not look at the one-eyed woman.

Breathing steadily to control the last wave of nausea she walked through the car, looking for anything that may open that door to the dining car. Rebecca stopped when she heard something in the car behind her. She saw a figure pass in front of the window and she jogged to catch up. She pressed her back to the wall and looked out the window. She saw a man walking up the small flight of steps to the second floor of the passenger car she had just left. Though it was only a quick view from behind she realized who it was.

"It's Coen," she said softly to herself. Rebecca checked her weapon for the second time that night and pushed through the door with the gun raised. She aimed the muzzle of her handgun at Billy and said in the loudest, most authoritative voice she could muster, "Freeze! Hands in the air!"

The man was about halfway up the steps by now. He raised his hands to his side and Rebecca could see the gun on his waist. "Keep your hands up and don't even think about going for your weapon. Turn around very slowly. Now."

The man did as she asked, keeping his hands up as he turned to face her. The moment their eyes met Rebecca knew she was looking into the eyes of a killer. It was without a doubt the Lieutenant Coen she had seen in the MP's papers. He kept his gaze locked on hers, his hands still in the air. He was perfectly quiet, Rebecca realized. Probably plotting how to kill me the second I let my guard down, she thought to herself.

"Hey, little S.T.A.R.S. girl, we finally meet," he said in a pleasing baritone voice.

"Don't sass me, Coen. I know who you are," Rebecca said, trying to keep her voice in control, but she was already wavering.

"Oh, you been fantasizing about me, darling?" He asked in a mocking tone. "You're a little young for my taste, but you're the prettiest thing I've seen in a year."

"Hey, keep your mind out of the gutter and come down from those steps. You're under arrest," Rebecca said as she kept her gun trained on him.

Billy stared back down at her, his hands at his sides still. His lips pulled up at the corners, smirking at her. "I've already been there and done that, doll face. It ain't happening again. Now, why don't you put that gun down, forget you ever saw me and go back to your friends, kay?"

"I mean it, Coen," Rebecca said, realizing she had regained her confidence. "You come down right now and put your hands on the wall. You're under arrest."

Billy actually laughed at her, infuriating her by mocking her authority as a member of law enforcement. Rebecca's eyes narrowed as Billy took a single step down the stairs towards her. She remained steadfast, not wanting to give him the pleasure of seeing her back off. He stopped and looked right into her eyes as he spoke.

"If I don't comply, will you shoot me, Officer?" He asked.

Rebecca immediately answered with, "If you make me, I will. But I don't want to."

"Well," Billy began. "That just leads to an interesting question. Can you shoot me, Rookie?"

"Hey, I'm no Rookie!" Rebecca fired back, still standing her ground and keeping the gun aimed at him. She could feel her pulse go up and her hands were sweaty on the handgun, but she wouldn't give in. She had no backup from the team and it was up to her to catch Coen before he killed again.

"Oh yeah, well your safety is still on, Rookie. The gun won't even fire," Billy said as his smirk grew. "Now, why don't you jus…," his words trailed off.

Rebecca didn't flinch. She kept both her eyes and the gun locked on Billy though he seemed to be looking past her now. She stopped her shaking hands and realigned her aim, staring at him through the small sight on her gun's barrel. She saw his hand going for the gun on his side and she released the safety.

"Freeze! Don't do it, Coen!" She screamed.

Ignoring her Billy snatched his handgun free and lined up a shot. Rebecca's training kicked in and she dove towards the floor as she fired off a shot. The bullet went wild, lodging into the wall two feet away from where Billy stood. His shot found its mark however as Rebecca heard a gurgling sound and something thudding into the floor behind her. She looked behind her and saw the one-eyed woman she had seen in the other car with a bullet hole in her head.

"I knew it!" Rebecca screamed at him. "You are a murderer!"

Billy slipped the gun back into his waistband as he walked down the steps. He offered a hand to Rebecca as he spoke. "I just saved your life, little girl. You'd be dead right now if not for me."

Rebecca slapped his hand away and stood to her feet. She looked to the dead woman and the thought quickly passed through her mind of how she had gotten up in the first place. With the kind of trauma to the cranium of something boring through her eye socket there was no way she could have had the awareness or motor skills to get up. Rebecca looked back up to see Billy standing over her, unarmed again.

"Listen," he told her. "Things are FUBAR here. There are killer dogs outside and that crazy lady was coming right for you. Now, I suggest if you want to get off this train and find your S.T.A.R.S. buddies you and I work together, got it?"

Rebecca looked to the dead woman and before she could answer him, she heard something else. People were moaning and she could hear the shuffling of feet. Even as Billy protested Rebecca moved to the open door she had used and stepped back, gasping. "Oh, God…"

"What is it?" Billy asked as he stepped down to the floor. He was right. Things were beyond fucked now. The other people in the car had awakened and were staggering around like the woman he had saved Rebecca from. One of them, a man in a ripped business suit and bent eyeglasses, looked up. His arms outstretched and he let out a low painful moan of hunger.

"Shit goddamn mutherfuck!" Billy said as he grabbed Rebecca by the arm and started pulling her towards the stairs. She felt his grip and tried to resist but he was stronger and she found herself being pulled up the stairs as the slow moving people made their way to the door.

"Let me go! I have to help!" Rebecca protested.

"And do what? Let them kill you? I saw what those dogs did to the MPs, I'm not leaving you with a bunch of psychos who probably have the same sickness!" Billy fired back at her.

His words stunned Rebecca into silence. She let Billy lead her up the stairs and they went through the door at the top which was thankfully unlocked. Rebecca watched as Billy slammed the door shut and turned the lock on the handle. She turned around and immediately felt her stomach drop and her lips tighten. They were in this room, too.

Two men, both wearing the uniforms of the train employees, were staggering towards them. Their arms were outstretched and they let out the same moan as the businessman downstairs. Rebecca only watched them, unable to comprehend what she was seeing. She was brought from her revelry as she

Watched Billy charge across the room and send the man nearest them staggering back with a running kick.

The other man was still slowly making his way from the seats into the aisle. Hearing Billy call out to her, she ran to him, following him through the car. The two of them breezed right by the second man who only reached at them like a toddler reaches for something out of his reach. The man stumbled and fell, landing in a sloppy heap on the floor. They were through the door on the other side and slamming it tightly before the man could even reach his feet again.

Once on the other side Billy leaned back against the door, catching his breath. He looked through the window and saw that the man was only up to his knees and hunched forward, still working his way back into an upright position. He sighed and stepped forward, stopping when he heard the click of a gun. He looked back over his shoulder and saw Rebecca pointing her gun at him again. Letting out an annoyed sigh he didn't even bother putting up his hands this time.

"You're still at it?" He asked her. "I saved you from some crazy lady, got you away from two different groups of the same crazies, and you still point that thing at me? Let me make this clear, little girl, so even you'll understand: If I wanted to hurt you I would have let them have you and ran for my life. But I didn't, did I?"

He watched as Rebecca seemed to waver, a look of recognition passing through her eyes as she lowered the gun a fraction of an inch. She said nothing so Billy kept going.

"That's right. I saved your cute little butt twice. Now, you let me get out of your hair and you can meet up with your friends. I'm not a cop, but it seems the bigger case here is this train and what happened, not worrying about me. Don't you think?"

He kept looking right at her as she seemed to understand. Finally she lowered the gun and replaced it in her holster. Billy smiled at her, gave a little wave with his left hand causing the remaining handcuff to dangle and turned to walk away. He made it all of three steps before he heard Rebecca's voice.

"What was that you said about my butt?" She asked him.

"I saw you leaning out the window throwing your guts up, right before you found me," he explained. "You've got a nice setup back there. Hell, if I was the type of guy who was into forcing girls I probably would have taken you bent over the window like that."

Her eyes narrowed and she seemed to be thinking about going for the gun again. Feeling cocky now Billy raised an eyebrow.

"Oh, so you're not into men? Women more your speed?" He teased her.

Her mouth fell open and she looked genuinely offended. "Hey, I'm not gay, all right?"

"So you wouldn't be offended if I were to do something like this?" Billy started walking towards her with his hands extended. He had expected the girl to move or slap his hands away, or even pull her gun again. Instead she stood her ground and before Billy had realized it he was right in front of her, his hands on her chest, each palm pressed over the vest that covered her shirt. He could feel the firmness of her small breasts underneath.

For a moment, neither of them said a word or dared to move.

Billy felt his heart beat faster as Rebecca looked up at him, her breathing making her chest rise and fall. He hadn't meant to actually grope her but now he was and he couldn't say it didn't feel good. The young S.T.A.R.S. member just stood there, looking up to him with an unreadable look in her blue eyes. He pulled his hands back and looked away.

"Sorry, um," he began. "I'm not that…um, that kind of guy. I didn't mean to…"

"It felt nice," Rebecca interrupted him. She was breathing a little quicker now, her face looking a bit flushed. "You did save me earlier and…well, what woman doesn't want a knight in shining armor to come to her rescue?"

Billy looked up, feeling perplexed. "You mean you actually like that kind of thing? All that romance novel junk?"

Rebecca nodded as she stepped towards him. She stood almost a foot shorter so she had to stand on her toes to reach him. She placed her small gloved hand on his cheek and kissed him, pressing her lips against his. At first he was shocked, then confused, but finally he closed his eyes and kissed her back. He could feel the softness of her slender pink lips on his and the sounds of her light breathing and sharing her breath was getting him excited.

Billy placed his large hands on her side and let them slide down to her waist. She leaned more into his body, pressing her small form against him. She was the one who broke the kiss and looked up, her eyes somehow looking both full and distant at the same time. In a breathy voice she whispered into his ear, "Take me. Please."

Already Billy could feel his heart racing ninety-to-nothing and a new tightness in his jeans. He ran his hands back up Rebecca's side and found the clasps holding her white vest on. He undid them and slid her vest off as she held her arms up. As he looked back down he could see her perky nipples pressing against the thin green tee shirt she wore. He cupped his hands over both her breasts and listened to her gasp as he began to gently massage them.

"Oh, that feels great…" She said in a raspy voice.

Billy could feel her hard nipples poking into his palms and the firmness of her breasts. It was all so much that for a moment he wasn't sure they would make it any further. He let his hands roam back down her sides, rubbing in a way he knew would send little sparks all through her body. As his hands came to a rest on her hips he leaned down and began kissing the side of her neck, his lips and tongue playing over the pale skin.

She responded by letting her head fall back and her back arch. Billy moved down to her shoulder as his hands slipped further down, cupping her ass and squeezing, one cheek in each hand. Again her response was another gasp and she leaned against his body. Billy could feel his rock hardness pressing against her through the material of her green pants and his whole body tensed as he fought to control himself. After waiting a moment he pushed her back a step and reached for her belt.

She said nothing as she watched him undo her matching belt and unzip her pants. Instead of pulling them down he slipped a hand inside and ran two fingers over her crotch. Her eyes closed and she shivered, moaning. Billy could already feel the warmth and wetness there as he teased her again, sliding his two fingers back down and pressing them against her as they came back up, applying pressure to her vulva and pushing her panties against her.

For Billy the entire world ceased to exist. He didn't have to worry about the trial, his sentencing, the escape from the MPs, or that were both killer dogs and S.T.A.R.S. in the immediate area looking for him. Nor did he have to worry that if neither of those got to him, there were plenty of things on the train willing to do the job. For now, all he was focused on was this beautiful girl before him and his hand down the front of her pants.

As she stood still before him, letting him tease, he saw was tweaking her left nipple and moaning. He reached out his free hand and pressed his thumb against her lips. She promptly sucked it into her mouth and began to trace it with her tongue and suck lightly. Billy knew if she had something else of his in her mouth he wouldn't even be standing right now. While she busied herself with self pleasure and sucking on his finger, he slid his hand into her panties and felt for himself what she had in there.

Her eyes shot open wide and her lips parted as he ran a finger down her slick opening and pressed his index finger inside. He felt the warmness of her inner walls and the tightening around him as he lightly pushed his finger in and out. She began to whimper, clenching her muscles around him as he worked back and forth. As she grew more excited, Billy could hear a wet noise as he worked and that only increased his own excitement.

He looked down at her, admiring everything. She stood before him, pants undone with his fingers inside of her, her pert nipples almost ripping through the thin S.T.A.R.S. shirt she wore, and her face in a look of bliss. He looked down when he felt her working on undoing his own belt. She was now looking down, sliding the pin out of the hole and letting his belt fall loose. She undid the clasp and zipper on his jeans before looking up to him.

"Let me help you," was all she said.

Billy pulled his hand from her pants and couldn't help but notice the reflective sheen on his fingers as the light hit them. He could only think to himself that she was a virgin still or hadn't been with man in awhile. All of those thoughts immediately evaporated as he watched her take his handgun and sit aside before she pulled his jeans down along with his underwear in one motion as she went to her knees.

Okay, maybe this one wasn't all that virginal after all.

She did look a bit surprised when she saw his stiff cock standing tall and hard. She reached out tentatively and wrapped her hand around it, making Billy give out his own little gasp. Slowly she ran her hand down the length of the shaft as she flicked her thumb over the tip. Billy gasped again, biting down on his bottom lip. He wasn't sure how much longer he could contain himself if she kept this up.

He watched as she leaned forward, her mouth opening to accept him. Billy reached down and placed his hand on her head, stopping her. As she looked up to him he gently shook his head as he grasped her shoulders to pull her up to her feet.

"Trust me, you don't want that now," he told her. "Not when I've been locked away from contact with the world for this long."

His words seemed to be making sense to her. It took only a few seconds for her to nod and begin tugging her own pants down. As she hooked a thumb into either side of her white cotton panties she looked up to him. "You want to be inside of me."

It wasn't a question at all. It was a statement. Billy watched as she slid the panties down her legs, coming to a stop at her ankles with her pants. His eyes widened as he looked, seeing the small slit opening and the little tuft of red hair above it. As he continued to watch she slid her pants and panties over her boots and tossed them aside, now only wearing her combat boots and the green S.T.A.R.S. shirt.

"It's okay," she said. "I want you to be inside of me, too."

Billy stood there, his jeans undone, his cock hanging out for all to see, as the half naked girl took his wrist and pulled him towards her as she guided them both towards the floor. He found himself lying on top of her on the plush carpeting, feeling her slender but toned body beneath his, their flesh pressing and rubbing against the other.

He groaned as he felt her hand on him, guiding him towards her opening. As he grew nearer the thought occurred to him that maybe this would be her first time having a man enter her so he decided to go slow. He pushed himself to his knees and placing a hand on either thigh pulled her legs apart. As he looked down at her he saw her eyes were open, looking up at him. She kept her eyes open as he pressed the tip of himself against her and slid in.

"Oh, mmm!" She squirmed and tightened herself around him and Billy clenched his teeth together hard, groaning. He knew what he would be getting himself into, literally, but he had forgotten just how great it actually felt. He exhaled when Rebecca loosened her hold on him and began a slow thrust into her.

As he began to slowly pull back and push himself into her, he watched as she arched her back and tightened her fists at her side. She was biting down on her lip and breathing steadily through her nose. Still, her eyes were open wide, staring up at him as he made love to her. Billy ran his hands up her body, sliding them under her shirt to feel the soft skin of her stomach. She responded by gasping and arching again, bucking her body towards his.

He leaned forward to cup her breasts under the shirt, his hands tightening over the thin bra she wore. The new position gave him enough leverage to begin thrusting faster into her, which again brought her up off the floor with a squeal. By now Billy had lost all pretenses of being gentle with her as his lustful desires took over. He began to push in and out of her, his hands groping and tweaking her firm little breasts in time with his thrusts.

He was rewarded with her bucking under him, trying to match his movements as she moaned and gasped. Billy watched as she held her back up off the floor, arched at angle to take as much of him into her as she could. He watched as her face twisted and she sucked in a deep breath, moaning. Her moans turned in quick little pants as he felt her tightening around him and squeezing in short little bursts as the pants became one loud cry.

"OH!" Rebecca squealed as her orgasm hit her, shaking her entire body with the force of it. Billy felt the clenching and squeezing of her muscles around him and he had to stiffen his entire body and use nearly all of his self control to not climax with her.

Once her orgasm was over he watched as the young girl collapsed on her back, panting, her chest rising and falling. She looked up at him with a sheen of sweat on her face, still trying to catch her breath. She still whimpered as Billy began thrusting into her again, gritting his teeth and letting out a low growl with each thrust. He knew he was nearing his limits, barely able to hold back as it was. He began to pant with each push into her, his hands now gripping the floor on either side of her head.

"Are you gonna cum?" She asked him. "I want to see it."

He looked down at her, meeting her eyes as she looked back up at him. Billy thrust into her again, once, twice and then she let out a surprised gasp as he quickly pulled out of her, sending a tingle through her with the sudden motion. He wrapped his hand around himself and began to stroke up and down. The entire time Rebecca's eyes were on him.

In all honesty he was surprised he had managed to last this long. Everything about her was so good: her perky little breasts, hard nipples, firm little ass, and the inside of her was the most wonderful thing Billy could ever remember. There were probably better moments in his life, but at the moment being inside the young S.T.A.R.S. girl was topping the list of best moments.

All those thoughts vanished as he felt a sudden burning pleasure and he exploded. He closed his eyes and threw his head back, crying out as his voice actually went up an octave. Though he wasn't looking he could feel his orgasm rushing through him and by her moans he knew Rebecca was enjoying watching him climax, the warm white release splattering on her stomach.

Finally it was over. Billy let his head roll forward and through sucking in deep breaths his eyes opened. He saw Rebecca lying there on her back, her legs still spread. She was running her fingers over her stomach, smearing his release over her smooth pale skin. She looked up at him and laughed.

"So much came out. I didn't know if it would stop," she said as her face turned bright red. She pushed herself up into a sitting position and leaned forward, giving Billy a heavy, wet kiss, briefly sucking his tongue into her mouth, before pulling back.

As Billy watched she began pulling on her pants, standing as she slid them up over her hips. The moment she got on her feet her legs wobbled and she stumbled, catching herself on a nearby seat. She blushed again and laughed, yet still meeting Billy's eyes.

"I guess you really did a number on me. I'm not sure I can feel my legs," she said with a laugh.

"I'm lucky if I can even feel my lower body after that. You're an amazing woman, Miss Rebecca Chambers," Billy said as he stood, pulling up his jeans.

"Well," she said as she worked on redoing her belt. "You would definitely get a promotion in rank in my book, Lieutenant."

Billy chuckled as he buckled his belt and picked up his gun. He slid it back into his waist as he looked to her. "Billy."

"Oh, right," Rebecca said. "Billy. I like that."

Billy opened his mouth to make a remark when the entire train shook. Something big, and very heavy by the sound of it, plopped onto the roof above their heads. Both of them looked up as they heard the scuttle of many feet on metal, thankfully moving in the direction away from them. They both watched, following the sound. When it was gone they made eye contact.

"That didn't sound pleasant," Billy said.

"No, not at all," Rebecca agreed.

"I still say we stick together until we get off this meat train. You still with me, partner?"

Rebecca looked to him with a nod as she readied her gun. "Definitely."