Helena and Leon looked at each other and then at Phil, the two of them wondering how they never realized that he worked for C.A.T. Co and how it slipped way over their heads. Phil just smirked at the surprise on the two agents' faces.

"Hello Mr. and Mrs. Johnson…or should I say Agents Harper and Kennedy because you two aren't married at all, nor is your last name actually Johnson." Phil says, pointing his gun at them as he stepped out of the elevator.

Leon gently pushed Helena behind him, knowing she could take care of herself but still feeling protective. If either of them was getting shot today, he'd much rather it be him. Leon started thinking, wondering how they could all walk out of this unscathed. He didn't want to hurt Phil, but he would if it came down to that.

"Look, we know what Natalia is doing to you and your family. We can help you." Leon says, stepping forward, only to be met with the gun pointed straight at his face, forcing him to stop and back up once more.

"See, the thing is, you can't. There's no helping me and my family and I'm simply doing everything that I can to protect them. You two should know that seeing as you're parents now too, in a way. The difference is" Phil says, stepping closer to them, "I'm protecting my son because I need to. You're protecting your kid because you have to." He adds, beginning to circle them like a lion sizing up its prey.

"Well if you're supposed to kill us, why hesitating?"

Phil smirked, his eyes roaming around the empty, dimly lit halls.

"Leon, he's buying time!"

"Buying time for what?"

Helena didn't have time to respond when something broke through the wall to their left, charging into both and knocking them to the ground.

The two groaned, looking up at the thing that had barreled into them as they stood. The thing was about nine feet tall, its body a sickly gray color. One arm looked normal but the other looked animalistic, like a claw, the fingers looking like sharp talons. The two looked at the things face to see glowing red eyes all over with one large one in the middle.

The two immediately backed up, drawing their guns, and unloading into its face to take it down. Every time one eye exploded, it was like another eye took its place again. Helena dodged its dangerous swing as Phil looked on at the entertainment before him. Leon dodged it's swing as well, shooting again before he had to reload his gun. At this rate they were both going to run out of ammo.

The thing threw Leon right into the wall, leaving a sizeable dent. Leon groaned, feeling around on his belt, and realizing that an explosion was needed to take this animal out. Helena took her knife and ran at it, trying to stab it as a distraction, only to make it angry. The assailant swung around with his clawed arm and hit her with all it's might, throwing her through the glass window into the conference room across the hall. Helen slid across the table, landing on the hard floor, and screaming out in a way that no one had ever heard her before as she felt something in her arm crack.

Phil smirked, seeing that Helena was almost out for the count as Leon threw a couple of incendiary grenades from his belt, finally taking the threat out in a fiery explosion. The broken glass crunched under Phils boots as he approached the younger woman, who was trying to reach for her gun with her good arm, only for Phil to kick it just out of her reach. Phil straddled Helena, taking a syringe out of his pocket, and inserting it into her neck, injecting the clear liquid.

Helena gasped, within seconds feeling like her heart was going to explode with how fast it was racing and suddenly becoming overcome with fear.

"Good, now you won't put up any kind of fight."

"You're a coward." She gasped as she attempted to grab her gun again.

"Maybe so, but at least my son will be safe." He says, standing up and taking his own gun back out and pointing it at her head.

Helena closed her eyes, which was all she could do until three gun shots rang out, causing her to open them just as quickly as she had closed them and saw Phil collapse to the ground dead and Leon holding his gun.

Only she didn't see Leon. Through her blurry vision, she swore she saw Simmons. Leon immediately approached her, not knowing what she had been given but all he knew was that she needed help. Leon put an arm around her to help her up, only for her to elbow him in the stomach, her legs unsteady as she grabbed her gun and aimed it at Leon.

Leon instinctively grabbed his own gun, shakily aiming it at his girlfriend. He was scared, a feeling he hadn't felt this badly since Raccoon City. He feared that if he didn't talk Helena down, that he was going to be forced to shoot her.

"Lena, please put the gun down." He commanded, trying to sound stern only for his voice to sound shaky.

"You first, Simmons."

Simmons? What? He thought, confused, but listened to her command and slowly put his gun down.

"Helena, please_"

"You killed her! You killed my sister!" she yelled, her voice trembling, the hand that she held her gun with shaking aggressively. Leon looked Helena over from where he stood, seeing that she only held her gun with one hand and the other was held limply at her side, severely swollen and he was able to see the bone.

"Helena, it's me, Leon. We killed Simmons three months ago in China. You're hallucinating." He says, seeing Chris and Jill had now come into the room, having come running when they heard the commotion from three floors below. The two had pointed their guns at Helena, who didn't know that they were in the room and Leon looked over at them, giving a barely noticeable shake of his head, hoping that the two would know what it meant. Leon knew reasoning with Helena in this state was pointless, but he also knew not to rush her in this state either.

Looking behind Helena, he saw Chris had quietly put his gun down and had something else in his hand that he couldn't quite make out.

"Why? Why did you_" She starts, feeling a sharp pain in her side, holding another needle that Chris had stabbed into her side. Helena stumbled, falling to the ground and Leon moved to catch her, lowering her the rest of the way.

"I couldn't protect her." She mumbled softly, trying to stay awake.

"She's going to be fine. Me and Jill found some sedatives in another lab and took them when we heard the commotion." Chris explains, "now come on. We need to get out of here. She needs a doctor to look at her." He adds, Leon picking Helena up and the three of them making their way to the exit.

Chris covered Leon as he carried a half-conscious Helena, shooting any guard that tried to stop them until they got outside to the truck and Leon laid Helena across his lap in the back.

Helena looked up at him briefly as her eyes shut and she completely lost consciousness.