Jill and Peter had returned to the nearby City Hall area, the police woman instinctively keeping her ear out just in case any danger lurked, similar to the hero beside her.

"Alright, from what I gathered, the three things we need are a power cable, some oil and a fuse," Peter explained. "Yeah, totally easy to find in a town infested with zombies and other types of monsters."

"Don't worry, I know where to look for all three of them, starting with the oil," Jill said. "There's a gas station nearby that should have what we need."

"Lead the way," Peter said, following Jill.

Before long the two arrived at Stagla Gas Station, coming across a blocked door, much to Jill's irritation.

"Gonna need a way to open this," Jill said, then turned to Peter. "Hey, you have super strength, right?"

"I'd rather not use my strength carelessly, otherwise this building could topple. Let's try to do things the normal way," Peter said.

"Alright, what do you suggest then?" Jill asked.

"A tool for starters," Peter said, quickly scanning the area and finding what he needed almost immediately. "That could work." He used his webbing to latch onto a hex-shaped crank, handing it over to Jill. "Try using this."

"Good call," Jill said, placing the crank in the handle. Suddenly the crank broke, much to her annoyance. "Dammit."

"Whoa, guess I'm not the only one with super strength," Peter joked.

"Oh haha," Jill said, then saw Peter handing her over a wrench.

"Good thing I got this," Peter said. "This should help."

"Good call," Jill took the wrench and properly opened the door, the woman satisfied with the job done. "Come on."

They checked inside the office, the place looking like a mess, just like the rest of the city. Peter searched the garage while Jill searched at the front desk.

Using some basic know-how, she activated a machine that opened up a cabinet, revealing something useful. "Peter! I think I found the oil!"

"That was fast, awesome," Peter said, heading to the front desk and looking it over. "Uh...this might be a problem."

"What's wrong?" Jill asked. "Isn't it oil for motor vehicles?"

"It is, but it can't be used on its own, it needs an additive," Peter said.

Jill's glanced back at the oil and then sighed in annoyance, "Guess it can't be easy, can it? Alright, let's see if we can find it here."

Suddenly the door opened, both Peter and Jill turning to see that Carlos had arrived. "Hey, already find what we need?"

"We found half of our first requirement," Peter said.

"Better than nothing," Carlos said, then heard a bunch of moans, he along with his allies getting worried. "Those zombies are getting restless."

"No kidding," Peter said, feeling his Spider-Sense ringing in his head. "We need to grab what we need before-"

"NO!" Carlos said, looking out the window, seeing a bunch on the way. "There's a whole horde of them! They must have sniffed us out!"

"Wait, zombies can do that?" Peter asked. "That's so weird."

"Focus," Jill said, then saw Carlos readying his machine gun. "Wait, what are you doing!?"

"Playing the hero," Carlos said, running outside and opening fire. "DIE YOU UGLY BASTARDS!"

"Carlos!" Jill shouted in worry as she ran to the front.

"This guy's nuts," Peter said, following Jill.

Outside they could see Carlos mowing down the zombies with his assault rifle, "Go back to hell you creeps!"

"This isn't some action movie dude!" Peter scolded. "You can't just-"

"Watch out!" Jill fired at some zombies that got too close.

One nearly bit Carlos but Peter was quick to punch it away, the hero quickly shaking off some blood afterwards. "Gross."

Carlos had fallen back, the man out of breath as Jill was quick to check on him, "Hey, are you alright!?"

"I'm fine, I'm not dead yet," Carlos said, standing back up. "Man, this Hero Business is tough. You do this all the time, Spider-Man?"

"Yeah, but part of being a hero means knowing when not to do stupid stuff like that," Peter said. "I get it though, when duty calls, your body moves before you can think. Just remember, you're not alone here, we do better as a team."

"Yeah, good point," Carlos said. "Sorry for worrying you. I'm gonna scrounge up some materials we might need."

"Hey maybe we should..." Peter's head started ringing as he quickly looked toward the garage. "Run..."

"Huh?" Carlos asked. "Why do we need to-"

"Just run!" Peter said, gesturing the two away as a spark in the gas station went off and caused a small explosion in the garage, resulting in a fire. That fire began to spread across the gas station, resulting in a massive explosion that took out the whole building and sent several cars flying.

The three were fortunate enough to have escaped just before the explosion engulfed them, Carlos holding his head in pain.

"Ow, my ears are ringing," Carlos said. "I'm surprised we're not deaf."

"You're telling me," Peter said, holding his head in pain. "Geez, it's like an echo ricocheting in your head."

"Are you okay?" Jill asked, checking on the boy.

"I'll be fine, just a little loud noise," Peter said.

"Thanks for saving us, good thing you knew about the explosion," Carlos said. "Is seeing the future part of your powers?"

"No, I just have really good hunches," Peter said. "I wasn't sure if the place would have really exploded, I just wanted to play it safe."

"Well it worked out well, thanks," Carlos said. "I owe you one."

"I'm not keeping score, all I care about is saving all three of us," Peter said. "If you really want to pay me back, keep looking for survivors and get them to the cable car."

"Yeah, you got it," Carlos said, making his leave. "I'll catch you both later!"

Peter sighed in relief, Jill rubbing his back to reassure him, "Are you really alright?"

"I'm fine," Peter insisted. "Don't worry about me, let's just find everything else that we need."

"Alright, our next stop is a substation," Jill said. "It's going to be quite a hike, so be ready."

"I can get us there faster," Peter said. "If you climb on my back, then I can-"

"I'd rather not," Jill immediately dismissed. "Don't take this the wrong way but I'm more comfortable on the ground."

"Suit yourself," Peter said, little confused by her pride. "Let's run."

Meanwhile in the middle of town, Remy and Applejack were seen catching their breath after the drama in their van.

"That was quite a wild ride," Remy said. "I don't even know where we are at this point."

"Looks like we're lost," Applejack said. "Got a map of the town?"

"Uh…no?" Remy said.

"Seriously!? You don't go into a new location without a map!" Applejack said.

"If you knew that, why didn't you grab the map?" Remy pointed out.

"Hey, don't you get all snippy with me," Applejack said, stepping out the van to take in her surroundings, one place catching her eye. "Well how about that. Quite a fancy name for a hotel."

Remy looked toward the building in question, "The Apple Inn?" He turned to Applejack, "I don't suppose-"

"No relation to the family business, that ah know if anyway," Applejack said. "Ah do wonder what the place is like."

"Probably destroyed and full of zombies," Remy said. "Best steer clear from there."

"Ah suppose so," Applejack said. "Though maybe there's some folks trapped in there. We could get them out."

"Do you really want to go in there that badly?" Remy asked.

"It can't hurt to check it out," Applejack said. "With mah natural strength and yer kinetic powers, we'll be fine. This town can barely even-"

"Behind you!" Remy pulled out a card, immediately charging it and flinging it at an oncoming zombie, destroying it on impact.

"...That one got lucky," Applejack said, wiping off some blood that got onto her shirt. "Yuck..."

"That luck nearly got you killed," Remy said. "And I don't want to have to go back to yer family and tell them you bit the dust in this hellish town."

"Look, I'll be careful, now let's check this place out," Applejack insisted, heading inside.

"...Well, it's been a good run," Remy said, reluctantly following Applejack into the hotel.

Peter and Jill had gone through a construction sight and were on their way to the nearby substation, Peter taking in the sight of the building.

"Wonder if this thing even works? Especially given the damage to the town," Peter said.

"Given that there's a lot of places that still have electricity, I say this building's fine," Jill said. "Let's hurry and find what we need."

"Hope it won't take too long, trying to find a fuse in that place might be like trying to find a needle in a haystack," Peter said.

"I do not need that type of mindset," Jill said as she led Peter inside. "Just be ready to fight a zombie if you need to."

"Sure thing, boss lady," Peter said.

The two began exploring inside the building, cautiously turning each corner and keeping an eye out for potential danger.

"Where should we look first?" Peter asked.

"Let's try this office here," Jill said, peeking inside before entering. She looked around the room along with Peter, hoping to find anything of use.

"A whole lot of nothing," Peter said. "But surprisingly tidy. Guess the zombies hadn't found this place yet."

Jill checked inside a locker, spotting something she didn't quite expect to see, "A Grenade Launcher?"

"Huh?" Peter turned to the girl. "You found a Grenade Launcher in here? What would a grenade launcher be doing in a place like this?"

"Got me, maybe a solider or mercenary left it behind," Jill said, then recalled her time in the mansion. "At least finding one here was under a better circumstance than last time."

"That's a weird thing to leave behind," Peter said. "It'd make sense if there were enemies or something but-"

Suddenly some moaning was heard, the two leaving the room and spotting yet another horde of zombies just outside a door, trying to barge their way into the substation.

"Looks like the zombies finally found the power plant, really am starting to wonder if they sniff us out," Peter said.

"Seriously?" Jill asked.

"Right, not the time," Peter said, getting ready for a fight.

Jill quickly took a look around, trying to gauge her options, "There might be an emergency exit, but we still haven't found the fuse that we need. Unless." The woman turned to the hero. "Peter! Get away from the door!"

"Don't gotta tell me twice," Peter said, cartwheeling away and getting into a battle position. "Looks like we're gonna have to fight."

"I have a better idea," Jill said, turning to a machine and pressing some buttons.

"Hey easy, you might overload the substation!" Peter warned.

"That's the idea," Jill said, pressing the final button to further increase the electricity output.

Suddenly the floor underneath the zombies began charging up with a powerful surge of energy, electrocuting the zombies until their heads exploded, leaving a mess of blood everywhere.

"Ugh...gross..." Peter lamented. "Couldn't have picked a less gruesome way to do it?"

"This is a life and death situation, Peter," Jill said. "What matters is not letting those zombies get in our way!"

"I guess..." Peter said. "Will it be safe to go back out there?"

"There should be an emergency exit," Jill said, heading into another office. "Let's just finish up here."

"Yeah, you got it," Peter said, following the girl into the office.

While there, Jill found a box of fuses, the girl then sorting through it all. "Guess I should have expected this. Peter, mind giving me your input?"

Peter checked the box himself, the boy rubbing his chin before selecting a fuse, "I'd say...this one. It's good for large machines."

"Good, that's another item down," Jill said, pocketing the fuse. "We just need to find something to mix with the oil and the power cable. The latter should be on the way over to the building we need to go to."

"Great, let's hurry," Peter said. "With any luck, we'll be done soon."

"Yeah, hopefully Carlos found some extra survivors too," Jill said. "Come on."

Upon leaving the substation, zombies came for Jill and Peter. Before they could take them out, Peter's Spider-Sense went off and immediately grabbed Jill to pull her away from an oncoming rocket that kicked the zombies.

"That was close!" Peter said, then noticed a troubling situation. "Shit, he's back!"

Jill looked up and spotted Nemesis on the roof, "S.T.A.R.S."

"Not again..." Jill grumbled in annoyance as the monster leapt to the ground.

"I got this!" Peter deflected an oncoming rocket and punched the monster against a wall. He ran in to attack again but Nemesis blocked his punch and backhanded Peter. He aimed his Rocket Launcher at Jill but the woman had run in to blast him point blank with her grenade launcher.

Peter used his webbing to latch onto Nemesis and flung him away, sending him crashing through the substation, a small explosion occurring afterwards.

"Run!" Jill said as she and Peter made their escape, and enroute to their next destination.

Meanwhile, both Applejack and Remy were trying to fight their way out of the Apple Inn, Remy using his Bo Staff to knock some zombies away while Applejack, using a metal pipe she found, bashed the zombies' heads in, much to her disgust.

"Kind of regret this choice," Applejack said, swinging to protect herself.

"Oh do you now?" Remy sarcastically asked, whacking the zombies.

"Hey, don't give me sass," Applejack said as she swung at another zombie. "Really hoped someone might be here."

"Help!" Came a voice not too far away. "There's a bunch of us gathered here! We're surrounded by monsters!"

"Guess you weren't far off," Remy said, blasting a bunch of zombies with his cards. "Come on, we got some people to save."

"Yee-haw, let's get to it!" Applejack said, following Remy.

Elsewhere, Peter and Jill had returned through the restaurant area, arriving at a parking garage where they proceeded to look for their next required item.

"So, what did you want to get from this place?" Peter asked.

"We need a Power Cable, right?" Jill asked. "We might be able to get it from here. Earlier today I think I saw a car hooked up to a battery, it could help us get the cables we need."

"Resourceful," Peter said, keeping his web shooters ready.

"Well you have to be in a situation like this," Jill said as the two walked through the office. "Back in the Arklay Mountain, I had to make use of everything to stay alive."

"What's the deal with that?" Peter asked. "Like, how did you even get into that situation?"

"It's a bit of a long story," Jill said, managing her ammo and her weapons. "But I can try to give you the quick rundown on what happened a couple months back."

In the Arklay Mountains two months ago, the S.T.A.R.S. Alpha Team had arrived via helicopter to investigate two things, the mysterious deaths in the area, and to locate the Bravo Team who were sent in first.

Jill was with her colleagues Chris Redfield, Barry Burton, Joseph Frost and her team Captain Albert Wesker, with their pilot Brad waiting at the Helicopter.

It was an eerie sight for all of them, surrounded by fog deep in the woods, each of them trying to stick close together.

"Anyone else getting the creeps?" Joseph asked, the man keeping his shotgun aimed while ensuring that nothing snuck up on him.

"It's an uneasy sight I admit. Even so, we have a job to do. Just try not to lose focus," Chris said. "Lets try to rendezvous with Bravo Team, that way we'd have even greater numbers."

"Their coordinates were last reported in this area, we should find their helicopter soon," Wesker said, glancing to the distance. "If I'm not mistaken, that might be it."

"I'll go search," Chris said, quickly heading over.

"Not alone, everyone stay close together," Wesker ordered.

Chris slowly but surely made his wat to the downed helicopter. He approached the cockpit, keeping his gun aimed should trouble arise. He checked inside and to his horror, the deceased body of the pilot Kevin Dooly was there, seemingly mutilated.

"What the hell!?" Chris shouted in worry.

"What's wrong?" Wesker asked.

"It's Kevin, he's dead!" Chris said.

"Dead?" Barry asked in disbelief. "But...how?"

Suddenly the heard some gunshots, nearby Jill was seen shooting at some feral dogs as they attacked Joseph. Unfortunately the Vehicle Specialist of S.T.A.R.S., despite his efforts to break free, was overwhelmed and eventually fatally mauled by the dogs as Jill's gun ran low on ammo, only the sound of clicking noises remaining.

"Joseph..." Jill was too shaken up by the sudden death of her teammate to react to one of the dogs running at her.

"Watch out!" Chris shouted, firing at the dog. "We gotta run!"

"The helicopter!" Barry noted, seeing it flying away.

"Wait! Don't Go! Brad!" Chris called as he chased after the helicopter. "Where the hell is he going!?"

"Behind you!" Barry warned as a dog leapt at Chris.

Fortunately Wesker was quick to fire, taking the dog out. "Chris, this way!"

Everyone ran until they reached the doors of a nearby Mansion, rushing inside and taking a moment to catch their breath. Despite making it to safety, anxiety and worry ran through their bodies, along with the mourning of Joseph's death.

"Dammit...What the hell just happened out there!?" Chris shouted. "What were those...things that attacked us!?"

"I don't know, but we're safe and that's all that matters," Wesker said.

"Not all of us..." Jill lamented. "Jospeh, he...I couldn't..."

"You tried your best, let's not let his death be in vain," Wesker said. "We should explore this mansion, see if it's inhabitants can assist us."

"If they're alive, suppose whatever's out there got the people here too?" Barry asked. "Those things might be the reason all those people were killed recently."

"Yes, I am aware of that possibility," Wesker said. "For now, we must-"

Suddenly a gunshot was heard, startling everyone.

"What was that?" Chris asked.

"I'm not sure," Jill said, grabbing her gun. "I'll go check it out though."

"Not alone, take Barry with you," Wesker said. "Chris, you stay here with me for now."

"Alright," Chris said, then turned to his friends. "Jill, Barry, be careful."

"We will," Barry said, following Jill to the next room.

The two passed through what looked like a dining room, carefully keeping an eye out just in case danger still lurked. Jill seemed distracted by a lot of the artwork within the room, taking a closer look at everything.

"Wonder who lived here?" Jill kept exploring on her end, seeing that the candles on the table were still lit. "This place almost looks fancy. Do you think that someone was just here? Could the owner still be alive?"

"Possibility, just be cautious," Barry said.

"Don't gotta tell me twice," Jill said, checking out some of the other decorations. "Still, quite the décor this room has."

"Jill, come take a look at this," Barry said, gesturing to the ground in front of him.

"What is it?" Jill asked, seeing a red puddle before her.

"It's blood," Barry said. "Go look for other clues, I'll be examining this."

"Alright..." Jill said, immediately heading to the room beside her. "Blood? Was someone killed? Was it from those monsters outside? Could it belong to one of our allies in Bravo Team?"

Jill searched through a hallway that had minimal lighting. It freaked her out a bit, but she had a job to do and would not be undeterred. She heard something around the corner, quickly but carefully going to investigate.

She peeked around and saw a humanoid creature tearing into a person, with blood spilling on the floor beside them. Upon further examination, the person was her S.T.A.R.S. Bravo Teammate, Kenneth Sullivan, the man having recently been killed by this same monster.

The creature turned slowly turned around, Chris getting a good look at its sharp teeth and soulless eyes. Horrified, Jill backed away and ran back into the dining room.

"Barry! We have trouble!" Jill shouted.

"What trouble?" Barry asked.

Jill turned around upon hearing some growling. Suddenly the creature burst through the door, coming after the two. "It's a monster!"

"I'll kill it!" Barry said, pulling out his custom magnum and shooting the creature, blowing it's head off in the process and killing it. After reloading, Barry looked down and kicked the body lightly. "What the hell is this thing?"

"Whatever it is, this monster just killed Kenneth," Jill said, the woman still shaken up from seeing yet another dead comrade.

"We should let Chris and Wesker know," Barry said, leading Jill away.

Just as they were leaving, Chris had come inside the room, his weapon out, "Jill! Barry!"

"Chris!" Jill said, running to her friend. "Chris, something terrible going on! We need to tell Wesker."

"He just left," Chris said. "He wanted to explore this place more and asked me to stay put. I heard gunshots, what happened?"

"There was another monster, but this one, it looked human," Jill said. "It...it killed Kenneth!"

"It what?" Chris asked in disbelief. To hear of another teammate dying caused more worry to the policeman. "Damn...what the hell is going on in this place!? Is this quirk related? Or some supernatural thing?"

"Hard to say, I don't think I've seen anything like this," Barry said. "If I had to say, it looks like we're dealing with actual zombies."

"This might be out of our hands, we should leave and let someone else handle this," Jill said. "Maybe see if there's a pro in town or something."

"Jill, we're trapped here, if we go outside we're going to be killed by those dogs," Chris said. "Doesn't help that Brad ditched us."

"And there's no way to contact him either..." Jill said. "This is bad. How are we going to survive in a place like this?"

"We stick together, that's how," Chris said. Suddenly they felt a rumble, unaware of what just happened. "Now what?"

"An Earthquake?" Jill asked.

"Impossible, Raccoon City isn't on a Faultline," Barry said.

"More mysteries then," Chris said. "No use standing around here, let's see if we can find Wesker. He went down this other room here."

"You two go ahead, I'm gonna search back at the dining room again, just in case we missed something," Barry said.

"You shouldn't go alone," Jill said.

"I'll be fine," Barry insisted, then pulled something out of his pocket. "But before I go, Jill, take this."

"What is it?" Jill asked, and was presented with an item.

"A lockpick, you'd make better use of it, since you're the Master of Unlocking and all," Barry said in a slightly joking manner.

"Interesting nickname," Jill said, placing it away. "Maybe if I become a pro hero, that could be my codename."

"It'd definitely be unique," Chris said.

"In all seriousness though, should anything happen, we meet up in this hall," Barry said.

"Got it," Chris said. "Let's go Jill."

The two sides parted ways, unaware of the secrets that awaited them, and how much bigger this was than they expected.

Back in the present, Jill had just grabbed the Power Cable she needed as she completed her story. "That's how I got wrapped up in this situation. I had no idea that a trip to the mountains would turn into something much bigger. The nightmare for me started two months ago, and it looks like I still haven't woken up."

Peter was almost at a loss for words, unsure on how to properly address her feelings, "Sorry you went through all that. That night, it must have been terrible for you."

"It certainly wasn't easy. Trapped with monsters, betrayed by my Captain, seeing this weird mysterious swordsman. On top of that, I saw a lot of good friends die," Jill said. "Joseph and Kenneth were just the start. Even know, I recently lost my pilot Brad."

"The guy with the yellow vest, right?" Peter asked. "I'm really sorry I wasn't there to save him."

"Why are you sorry? I was the one who let him die," Jill said, the woman scoffing in annoyance. "All this time and I'm still...afraid. Of these monsters, of dying, I never got past that fear of death."

"That's nothing to be ashamed of," Peter said. "Who wouldn't be afraid in a situation like this? I'm pretty terrified myself, one wrong move and I can end up like one of those zombies."

"I know you're just trying to make to make me feel better," Jills said. "But in my position, I shouldn't be afraid to take action. Twice I've let a teammate die because I was afraid. When it happened to Joseph, that was one thing. I thought I had gotten past that, especially since I had my friends with me. The second time with Brad...it's like I was back in the mountains, once again weak. All because of that monster."

"Hey he's a big, scary looking dude," Peter said.

"But I've fought a monster like him...or at least similar," Jill said. "In hindsight, Nemesis is worse than the Tyrant monster that Wesker and his good pal Sephiroth had made."

"So that's what happened, you saw something much more dangerous and naturally, it spooked you," Peter said. "Take it from me, I've fought a lot of bad guys, each one scarier than the last. My experience with one does not translate well to my experience with another. Compare one enemy of mine who creates illusions to mess with you, and another who's this big, strong rhinoceros. Different dangers for different situations. Who knows what else is out there, there might be things even scarier than Nemesis for all you know."

"Is this supposed to make me feel better?" Jill asked.

"Uh...okay maybe I suck at explaining it, but my point is that you have room to grow," Peter said. "You grew from the mountains, you'll grow here too. Soon it will reach a point that you're so well adapted, your fear feels less strong than it once was. Right now, you're still kind of adjusting. I take it you didn't expect something like this to happen again."

"Not by a long shot," Jill said.

"Who knows if this is the last of the virus, but now you know there's more to prepare for," Peter said. "I may meet more enemies soon, ones stronger than everyone I've fought before. Guys that put Mysterio, Rhino and even Sandman to shame. But I'm going to be prepared for that day. My advice, whatever fear you felt from losing your friend Brad, use that as strength so you can protect others. You can protect Carlos, Mikhail, at this rate, you might be able to protect someone like me."

"...Again, it's weird that a High School kid had to be the one to tell me these things," Jill said.

"I've been through quite a fair share of things myself," Peter said. "I remember being a kid and nearly getting killed by some robots called Hammer Drones. Fortunately Iron Man was there to save the day."

"I think I heard about that, it was an attack at Stark Expo," Jill said.

"That's just the first of many things," Peter said. "When we have more time, I'll tell you a bit more about my past."

"Maybe later then," Jill said, leading Peter away. "Come on, we still need to find everything else for that transit."

"All we need is that oil," Peter said. "You mentioned a building."

"Yes, there's a building I want to explore, it's blocked off by some fire but if we can get there, we might be able to find the second device," Jill said.

"Alright, then we need a way to put out that fire," Peter said.

"There should be a hose for that type of thing not too far off," Jill said. "Come on, let's hurry."

As they walked, the ground started to shake below them, Peter immediately leaping to the ceiling as the ground below Jill gave away, the woman nearby falling down a hole.

"Jill! I got you!" Peter said, using his web to pull Jill to safety, just before a couple of crates rolled down and hit her.

"Whoa...that was close," Jill said.

"That can't be normal," Peter said.

"Not unless Quake's in town, but she should be in Europe with Chris," Jill said.

"Let's just hurry out of here," Peter said, helping Jill to the stable ground as they made their exit from the garage.

Heading through the streets, and avoiding any oncoming monsters, Peter and Jill had found the hose that they needed to put out the fire. Peter pulled out his wrench and took the hose out of where it was stationed.

"Figured this would come in handy," Peter said.

"Clever boy," Jill said, grabbing the hose. "Come on, let's hurry."

Working together, they got the hose attached to a nearby wall hydrant and put out the flames, creating a new path for the two.

"Alright, that worked, now what?" Peter asked.

"There's a Sales Office not too far away, let's go," Jill said, leading Peter to where they needed to be.

The two passed through the allies again, dodging all the oncoming zombies until they reached the front of the building, spotting a couple of mutated fleas.

"Not those things again..." Jill Lamented.

"Yeesh, this virus will turn anything into a monster," Peter said. "I'd hate to see what it would do to a spider."

"I've seen what happens," Jill said, shuddering a bit. "They are not friendly when they're mutated."

"What a shame," Peter said, using his webbing to pull a Drain Deimos toward him and punched the monster against a wall, splattering it immediately. "So much easier than bug spray."

The second tried to attack but Jill pulled out her handgun and shot the creature in the face a few times, killing it after several attempts. "Much easier on the air around us too."

The two entered the building, keep a close look around just in case any monster showed up.

"Hope we can tell the zombies from the employees," Peter joked.

"Real funny," Jill playfully teased.

"Murphy please, you gotta hang on!" Came Carlos's voice.

"It's Carlos," Peter said as he and Jill immediately went to check on their friend.

The two spotted Carlos with a heavily injured UBCS Agent. From the looks of things, the agent was on his last legs.

"I'm finished...it's over," Murphy said.

"Don't give up, there's gotta be something we can do!" Carlos urged, the mercenary in a panic.

"Hey, is your friend alright?" Peter asked.

"Spider-Man! Jill! It's Murphy, you gotta help him!" Carlos said.

"It's...it's all over...losing consciousness..." Murphy said. "You...you gotta kill me."

"No way! I can't do that!" Carlos immediately dismissed. "I'm not giving up on you!"

"But...I'm finished," Murphy said as he slowly limped. "Please...you have to..."

Jill cringed a bit, remembering prior flashbacks to her time in Arklay Mountain, and a good friend of hers that had gone through something terrible.

"Murphy, we'll look for some medicine," Carlos said. "We'll do something!"

Peter's spider-sense was ringing loudly in his head, sensing impending danger. Despite that, he didn't want to dismiss this guy as a threat, rather he hoped there was something he could do.

Seconds later, he heard some footsteps and saw that Nicholai had came into the room, the man taking note of the situation while Peter tried to get his attention. "Hey Nicholai, your agent looks to be in really bad shape, any chance-"

The man pulled out his gun and immediately shot Murphy in the face, killing him instantly to the shock of Carlos, Jill and Peter.

"NO! Murphy!" Carlos shouted in dismay as he fell to his knees in despair and pounded the floor. "Why...? No...no..."

Peter couldn't believe this, a man was just killed right in front of him, and he couldn't even react. "I...I couldn't even...I didn't think..."

"Nicholai, What did you just do!?" Jill shouted in disbelief at the UBCS leader.

"He was infected and about to turn into a zombie," Nicholai nonchalantly explained. "So, I did what I had to do. Took care of the problem before it became a threat."

"But...he was still conscious," Jill said, still trying to process the situation.

"He was as good as dead," Nicholai said. "It took fewer bullets to kill him now than if he had transformed."

"Why are you saying this so casually!?" Peter asked. "You just killed a teammate! Don't you even care?"

"What is the point? It would not change anything," Nicholai said.

"The point is that you could show a little more empathy toward one of your own men!" Peter shouted. "You don't know if he would have died! There could have been a cure!"

"There is no cure, you get infected, you die. Our comrade here would not have survived long enough for a cure anyway," Nicholai said. "Isn't that right, Carlos? Surely you understand."

"...Yes sir..." Carlos said, immediately making his exit, trying to maintain composure following the death of his friend.

"Carlos!" Jill called.

"He's hurting...I don't know how close he was to this guy but..." Peter still felt fury toward Nicholai. "Hope you're happy dude. I bet this was a friend of Carlos or something. You might have traumatized him."

"Better a little trauma than him being dead. He will be grateful that I saved his life," Nicholai said, checking on his laptop. "Now go, I am busy."

"You coldhearted son of a..." Peter looked ready to attack but Jill held him back.

"Calm yourself, remember why we came here," Jill reminded.

"Yeah but..." Peter grumbled in annoyance. "Fine...but I'm not dropping this."

Jill led Peter toward the back to get what the two needed to get, the woman glaring back at Nicholai as he continued his research.

Once in the back, an angry Peter punched the wall, denting it in the process, "Just how cold hearted can someone be!? It's like his men are just that expendable! What if that guy had a family or something!?"

"I know it's hard, but to Nicholai's point, once you're infected, you will transform," Jill said. "I've seen it happen, to a good friend too."

"...One of your old teammates?" Peter asked.

"Yeah, his name was Forrest Speyer," Jill said, recalling the time she and Chris encountered the zombified Forrest after the S.T.A.R.S. Explosive Expert was zombified due to an attack from infected crows.

"Forrest! No! Not like this!" Jill shouted.

"I'm sorry Forrest, I'll miss our old target practice competitions," Chris lamented.

Jill sighed in frustration, the pain of losing a friend still weighing on her. "Forget about Nicholai, let's focus on creating our escape."

"Yeah, of course," Peter said, the two heading further into the back toward some bottles stacked on shelves.

Once there, Jill grabbed an Oil Additive, the woman looking satisfied with her find. "We found the last item, let's head back to the cable car.

Suddenly some broken windows were heard, along with the sound of Nicholai screaming in terror.

"That can't be good," Peter said.

It was then that a horde of zombies barged through the door and began making their way toward the back part of the room, where Peter and Jill currently found themselves trapped.

"Of course..." Jill lamented.

"Don't worry, we can fight our way through this," Peter said, getting into a stance.

Jill noticed that some of the pipes looked a little busted, the gears turning in her head. "I have another idea." She aimed her gun and fired, the steam from the pipe damaging the zombies as they walked by.

"Good thinking," Peter said, using his webbing to blast the zombies away. "Of course I still have my webs."

"Don't get cocky," Jill said, firing at another pipe to cause more steam, allowing for a much easier time shooting the zombies in the face.

"I get the feeling that you're just trying to show off a bit," Peter teased.

"As if," Jill said, firing her gun.

"Yeah, I should probably just speed things up here," Peter said, immediately blasting the zombies with his webs, leaving them stuck against the walls. "Alright, that should clear a path for us too."

"Is your webbing infinite?" Jill asked.

"Unfortunately not, but I have plenty on me," Peter reassured. "Anyway they're stuck now, let's hurry."

"Is your webbing durable?" Jill asked.

"Yeah, you'd need to be really strong to break it," Peter said. "Even fire can't get through. I made sure to use the best ingredients."

"What is it made out of?" Jill asked.

"Sorry, that I keep secret," Peter said, leading Jill through the hallway. "Hurry now."

Jill cautiously made her way through the hall, keeping a close eye on the zombies. Fortunately they were all either dead or completely stuck, making this a smoother transition.

"So…you can't make your own webbing?" Jill asked. "Like at all?"

"I might be able to, but it's just easier to make it in a lab, that's all," Peter said.

Upon leaving the room, they searched around for any sign of Nicholai, finding only his laptop and some blood.

"Nicholai..." Jill lamented.

Peter huffed in frustration, "The guy ticked me off but, I wouldn't have wished this on him."

"Yeah, I'm not sure how to feel myself," Jill said. "No matter, we have everything we need, let's hurry back to the train."

"Still don't want me swinging us there?" Peter asked.

"No swinging, I'd rather get too high up," Jill said.

"It can't be any scarier than the zombies," Peter said.

"My answer is no!" Jill insisted, walking off. "Let's just go already!"

Peter shrugged it off, "I swear it's like most girls I meet end up super bossy."

"I heard that!" Jill said. "Let's go!"

Peter and Jill made their escape, heading back towards the shopping district. On their way to the park however, they came across a slight problem when a bunch of crows flew out of a shop window.

"Whoa!" Peter shouted. "Where did they come from!?"

"Don't ask questions, just kill them!" Jill said, firing at the crows while Peter webbed them away.

"Just keep going," Peter urged, the two heading through the entrance to City Hall and keeping away from the crows.

"There's always something, isn't there?" Jil lamented.

"S.T.A.R.S.!" Came the voice of Nemesis, startling the two.

"Again!?" Peter shouted.

"Hide, quick!" Jill said, the two heading through a nearby door that led to a smaller part of the area. They both waited until Nemesis passed them by, heading back near the shopping district.

"Someone in Umbrella does NOT like you," Peter said. He turned around and spotted a bronze statue of a man. "Who's this?"

"Our Mayor, Michael Warren," Jill said, a hint of bitterness in her voice. "Turns out he knew about Umbrella alongside our Police Chief, and didn't bother to say anything."

"That's just messed up," Peter said.

"No one's seen him in a while, either dead or long gone," Jill said. "This town was corrupt long before the zombies showed up. Shame something like this has to happen. But I guess that's the world we live in. I know Raccoon City isn't the only town to suffer, but that doesn't make this any less tragic."

"No doubt," Peter said, then felt some shaking. "That was weird."

"I don't like this, let's go," Jill said, running again with Peter close behind her.

On their way to the train, there was another Earthquake, this time with cracks forming on the ground.

"Jill, watch out!" Peter leapt to grab Jill and pulled away away before she fell through the ground, the woman feeling relieved at Peter's quick thinking.

"Thanks," Jill said, looking below. "That's the second time this happened, what's going on?"

"I'm not sure," Peter said.

Suddenly a giant worm with sharp claws poked it's head out of the ground, scaring both Peter and Jill as they scurried back.

"What in the world!?" Jill frantically reached for her gun and started shooting at the creature.

The moment it lunged, Peter stood in front of the cop and punched it back, briefly stunning it before swinging and whacking Peter away.

"No! Spider-Man!" Jill called, trying to put some distance between her and the monster. It lunged at her but Jill was quick to hop over a wall. She pulled out her magnum handgun and fired at the beast from behind.

Peter ran back and hit a kick that knocked it back and then used his webbing to latch onto its mouth and slam its head against the nearby walls, before pulling it in for a powerful uppercut that knocked the creature back into the hole.

Jill leapt to the other side, switching to her recently acquired grenade launcher and unloaded into the monster while Peter damaged the side of a building enough to bring it down, the debris falling and crushing the monster below him.

"Think that got it?" Jill asked.

"I hope so, but I don't want to stick around to find out," Peter said, leaping over the hole and landing beside Jill. "Come on, let's hurry."

"Of course," Jill said, the two booking it toward the train.

As they got there, they both heard some gunfire, the two worried about the safety of the train and that of Mikhail.

"Let's hurry," Jill said.

By the time they got to the train, Mikhail was shooting the zombies that were trying to invade. "Monsters! Don't come any closer!" As he opened fire, he noticed a nearby oil drum barrel. Thinking quickly, he kicked the barrel at the zombies and fired, destroying the monsters in the progress.

Afterwards the mercenary fell over, trying to take a breath. As he recollected himself, he heard Jill calling out to him. "Mikhail!"

The merc looked up at his new vistors, "It's you two."

"Are you insane dude?" Peterasked. "You could have gotten killed!"

"Those monsters wiped out my people, I can't stop fighting just because I'm wounded!" Mikhail said.

"You have to take care of yourself though," Peter said.

"Plus, these monsters are just victims of Umbrella's terrible actions," Jill said.

"Are you accusing me of something!?" Mikhail angrily asked. "You don't seem to understand that we're not directly involved with the company!"

"Easy, she didn't mean it like that," Peter said.

"Just know that this mess is not our personal responsibility," Mikhail said as Jill helped him up.

"I know that, that's why we're trying to cooperate," Jill said as she and Peter assisted Mikhail back onto the train.

Gently the two set Mikhail back on the bench he was resting on earlier, both of them making sure he was comfortable.

"Feeling okay?" Peter asked.

"No, I feel so useless," Mikhail said.

"Don't be, you fought hard and have the wounds to prove it," Jill insisted.

"But I'm still alive, yet my men aren't!" Mikhail said.

"Don't think about that right, please, get some rest," Jill implored.

As they left the mercenary to himself, the two went back to the back of the car, placing in everything they needed to get the train going.

"Fuse...check," Peter said, applying what he needed. "Power Cable, check."

Jill began mixing the oil together, showing it to Peter after she was done, "Is this good?"

"Mixed oil..." Peter applied it to where the canister was, offering a thumbs up. "Is good. Check."

"Is that everything?" Jill asked.

Peter turned on the train, waiting a bit as it started to power up. For a brief moment Peter was getting worried and lightly kicked the front. "Come on, start!"

Jill was also worried, she would have hated if everything they did was for nothing. Fortunately the train began to start up, putting her worries at ease. "Thank God it works."

"Yeah, for real," Peter said. "This thing's ready to go, we just need to check in with Carlos."

"Don't bother, I'm here," Carlos said, the man showing up at the door.

"Wow, perfect timing," Peter said. "We got the train running."

"That's good," Carlos said, the man clearly not in the highest spirits.

"Carlos...I'm sorry about your friend Murphy. I know what it's like to lose friends," Jill said. "But there wasn't anything we could have done for him."

"Yeah, you're right," Carlos said. "Don't worry, I'll be fine."

"It's alright if you're still hurting, but try to be strong," Peter said. "Any chance you came across more survivors?"

"Sorry, no," Carlos said. "It's just us. Well maybe not, I did see a van, or at least I thought I did."

"That might be my friends, they're searching for survivors too," Peter said.

"Good on them," Carlos said. "Well, we're just about out of here ourselves. We just need to wait for Nicholai."

"...I don't think he will be joining us," Jill regretfully informed.

Carlos could tell what she meant, and while he felt a little sympathetic, he was going to power through regardless. "Can't be helped. Anyway, I'll operate the cable car."

"Alright, I'll join you two," Peter said. "Once it looks safe, I'll leave you to it. Meanwhile I gotta go and check on my friends."

"Okay, follow me," Carlos said, leading the two to the front of the car. While there, Carlos walked over to the engines and stared it up, getting the car to move. "It's looking good so far."

"Awesome, maybe soon we'll..." Peter's Spider-Sense went off. "Oh no."

"What's wrong?" Jill asked. Suddenly they heard a loud crash, and the sound of someone yelling.

"Mikhail!?" Carlos shouted in worry. "What's going on!?"

Without hesitation, Jill went to the back of the train to check on her ally. To her horror, Nemesis had broken in, looking ready for a fight. "No!"

"Jill!" Peter ran by her side and spotted the monster. "Oh sh-"

Nemesis punched Peter back, sending him flying toward the front, right beside Carlos.

"Spider-Man!" Carlos shouted in worry.

Mikhail stood up, aiming his machine gun. "Jill! Get out of the cable car! Quick"

"But Mikhail!" Jill said, then took a punch herself, the woman flying back and fortunately landing on Peter to soften her fall.

"Die you monster!" Mikhail shouted, firing at Nemesis. Unfortunately the mercenary ran out of ammo and took a punch of his own, slamming him against the side window.

Nemesis then grabbed Mikhail and tossed him aside, marching over and preparing for the kill.

"Mikhail!" Peter latched onto Nemesis with his web, but the monster in turn used his tentacle to latch onto Peter, pulling the hero in for an uppercut, knocking him back toward the front.

"I'm not done with you!" Mikhail grabbed a handgun and fired at Nemesis, getting his attention as the monster focused back on him. "Just a little closer..." Mikhail grabbed a grenade. The moment Nemesis got close, Mikhail set off an explosion that sent Nemesis flying out of the cable car, at the cost of his life.

"No! Mikhail!" Jill lamented.

"Jill! Spider-Man! Problem!" Carlos said, trying to stop the Cable Car. "The brakes aren't working!"

"One thing after the other," Peter said, kicking down the entrance door. "I'm gonna try to stop it with my webs!"

Leaping down, Peter attached his webbing to the car and attempted to stop it with his own strength, though the car was moving a lot faster than he expected.

Jill looked around to see if there was anything she could do to help, then came across the emergency breaks, "Carlos! Brace yourself!"

Pressing the button, the train started skidding on the ground, but this made it lose control as it broke off the cable and started heading toward a wall.

"No!" Peter pulled back toward the train, hoping to save his friends just as the car crashed through a wall.

Jill hit her head and nearly lost consciousness, the woman falling back and trying to regain her composure.

"Jill!" She heard, trying to decipher who was calling her.

"Chris?" Jill pictured her friend at first for unknown reasons, only hearing her name called again.

"Jill!"

Standing up, Jill forced herself to walk, her body instinctively trying to get her to safety.

"Jill!"

Jill had stepped out of the cable car, the woman a bit hurt, but nothing too bad. As she got back onto her feet, she looked around to see where she was.

"Jill"! She heard again, but this time, she knew for sure it wasn't Chris, or even Carlos. It was Peter. She looked ahead to see Peter calling her, trying to attract her attention. "Jill, are you alright?"

"I'm fine," Jill said, shaking off the cobwebs.

"That's good..." Peter looked around for a second. "Where's Carlos?"

Jill checked inside the cable car, seeing no one there, "I don't know…I hope he's alright."

"He's tough, maybe he went on ahead," Peter said, taking a look around. "Where are we anyway?"

Jill looked toward the building ahead of her, a location familiar to the town's native. "The Raccoon City Clocktower. If Carlos is correct, this is a chance to escape."

"A helicopter is coming, right?" Peter asked. "Kind of want to find my friends, see if they can bring people here instead. Assuming we can turn it into a safe base."

"Carlos did say some men were stationed here, maybe it is secure," Jill said, the woman having doubts. "Then again, with the town in a state like this, safety is far from guaranteed."

"Looks like there's only one way to found out," Peter said, walking toward the tower. "Come on, let's get going."

The next part of Jill's escape from Raccoon City was in front of her, all she had to do what she had always done. Survive.