The Cable Car was destroyed, Mikhail was dead and Carlos wasn't around. All Jill had was her wits, her weapons and her ally, Spider-Man.

At the very least, she hoped that Nemesis was finally done with. But she knew her luck, she knew that monster would return soon, and she had to be ready.

Right now, it was all about making her way through the Clock Tower and calling for that evac.

Jill walked to the front doors, pulling at them with no results, "Locked."

"Need me to break it down?" Peter asked.

"Remember what you yourself said, that might be a bad idea," Jill said.

"The gas station was unstable, this Clock Tower isn't," Peter said.

"Still, I'd rather not, that's one less barricade if we need one," Jill said, looking around. "There's a side door, let's try it."

"Right behind you," Peter said, following Jill as she tried this door. Fortunately it wasn't locked, and the two were able to enter the building.

Inside, the two looked around what appeared to be a very fancy looking room, Jill with her gun out and ready while Peter had his web shooters aimed.

"Hope we find Carlos, or anyone here," Jill said.

"What are the odds of that?" Peter asked.

"Knowing my luck, not too well," Jill said.

"I hear you on that," Peter said, taking note of the instrument in the room. "That's a fancy piano."

"Yeah, looks like it hasn't been used in a long time," Jill said, checking on it. "Wonder if it still works?"

"You play?" Peter asked.

"I took lessons in my youth, came in handy when I was in Arklay Mountain," Jill explained, sitting at the bench.

Jill took a moment to prepare herself and started playing a song. Peter was very much amazed by her skills, and even found himself momentarily at peace. Jill's music somehow eased any tension he was feeling from the outbreak and let him enjoy the moment to its fullest. In a way, Jill herself was also relieving tension, the delightful sounds emanating off the piano took her mind off her worries, even if for a few seconds.

"This is amazing, you're really talented Jill," Peter said.

Jill looked a bit surprised by how earnestly Peter complimented her, the woman feeling unusually flustered. "It's nothing."

"That song was Moonlight Sonata, right?" Peter asked.

"Surprised you knew, you're well cultured for a High School Kid," Jill said.

"My aunt likes the oldies," Peter said. "It's not my thing, I like more rock, nothing too heavy but anything with a good guitar."

"Sounds like you and Chris would get along just fine," Jill said.

"Chris? You mean your partner from S.T.A.R.S., right?" Peter asked.

"Yes, he likes rock music too," Jill said. "He can't play a piano but he knows his way around a guitar. He had this bad boy look to him too, I'm surprised he became a policeman instead of a rockstar."

"Things change," Peter said. "Life just takes us in different directions."

"Yeah, then again, Chris was kicked out of the Airforce for having a rebellious spirit, guess he was lucky to end up in S.T.A.R.S." Jill said. "That or he grew up a little, might be his sister's influence."

"Chris sounds like a cool guy, hope I get to meet him soon," Peter said.

"You will, once we leave the city," Jill said. "Hopefully everything works out."

"It will, try to have faith," Peter said.

"You know...you mentioned before that you didn't always plan to be a superhero, you wanted to be a scientist," Jill said. "What happened that you changed your mind?"

Before Peter could answer, his spider-sense went off, the boy turning to the windows. "We got trouble!"

Before Jill could ponder what he meant, a group of zombies broke through the windows, startling the two.

Jill was quick to grab her gun and fired at the zombies while Peter took a couple out with powerful punches. One zombie got too close but Peter was quick enough to punch through its head, causing some nausea for the boy.

"Ew! Gross! So gross!" Peter pulled his arm out and kicked the zombie away, shaking the blood off his hand. "I hate zombies."

"Join the club!" Jill said, grabbing a knife and stabbing a zombie in the neck, then pulled out to repeat the process a couple of times until it was dead. "Of course this place wasn't going to be totally safe too."

"Starting to wonder if it would be safe going any further inside?" Peter said.

"Well we may not have any other choice," Jill said. "Plus there could be civilians inside, so lets hurry."

The two went through a door into what looked like a dining room, with the candles still burning. Jill started recalling the first time she went to the mansion in Arklay Mountain, and the first time she encountered the zombies.

"Huh...nice place," Peter said.

"Looks just like before..." Jill said, taking a look around. "Even the decor."

"Guess both places had the same designer," Peter said, then heard a door open and close.

Entering the room was the sole surviving member of the UBCS, to the relief of both Peter and Jill, happy to see their friend.

"Carlos, you're alive!" Jill greeted. "I'm so relieved."

"Yeah dude, you had us worried," Peter said.

"Like it matters, not like we'll be able to get out of this town," Carlos said.

"What are you talking about? We made it," Jill said. "The Clock Tower, just like you said!"

"Please, like we're getting out of this place alive," Carlos said. "Everyone we were supposed to meet here is dead! This evacuation plan is just a load of shit!"

"Where is this coming from?" Peter asked. "You said there was a chopper coming!"

"I also said there were going to be civilians here too! But guess what, they're also dead!" Carlos said.

"Carlos, you can't just give up hope," Jill said.

"I'm done hoping, if we're gonna die, we should just get to choose when it happens!" Carlos said. This earned him a hard slap from Jill, knocking him for a loop. "Augh!"

"Whoa..." Peter commented.

"So that's it? You're giving up!?" Jill asked in frustration.

"It's...it's not that!" Carlos insisted, the man looking to be at a loss for words. "I just can't handle this!"

"Carlos, I know it's not easy but so long as we have a chance to live, we should take it!" Peter said. "Remember, I have friends in town and-"

"Do you even know if they're still alive?" Carlos asked. "When was the last time you got into contact with them?"

"I..." Peter briefly checked the radio in his mask. "Gotta admit, I haven't heard from Remy or Applejack in a while, but still." Peter shook it off, "Look, we don't know if they're dead, and honestly those two are hard to kill, especially for a bunch of zombies!"

"Ugh, you're way too optimistic! I'm not relying on hope or some piece of paper!" Carlos shouted in annoyance as he stormed off.

"Carlos, wait!" Peter called.

"Let him go," Jill said. "He's stressed out, he needs to regain his bearings."

"But it's dangerous out there," Peter said.

"I know, but he needs a moment to calm himself," Jill said. "He'll be fine, I can tell that he's tougher than he's acting right now."

"...Alright," Peter said. "Still, what did he mean by a piece of paper?"

"I'm not sure, lets check the room he just came out of," Jill said, heading to the double door with Peter right behind her.

The two found themselves in the main hall of the Clock Tower, both amazed by the size, especially Peter.

"Reminds me of Grand Central Station," Peter said.

"Peter," Jill said, kneeling by a dead mercenary. "Check this out. This must be what Carlos was talking about."

"The paper?" Peter asked, taking the notes and reading them. "Wipe out the infestation in town...evacuate the citizens to the Clock Tower...priority to Umbrella's affiliates...infected have high endurance and strike without warning." He flipped over. "If the mission is complete or impossible, evacuate...an helicopter in the suburbs will deploy to the Clock Tower...when you're ready, ring the Clock Tower bell."

"Now we have a better idea of Carlos's mission, seems like he's the only Echo Team survivor," Jill said.

"Sucks that Umbrella just sent these guys in to their deaths, over something that was their fault in the first place," Peter said, looking to the deceased mercenary. "Just like this guy. Wonder who he was? Did he have a family? To die in a place like this because of Umbrella..."

"Terrible, isn't it?" Jill said. "This is why I will never forgive what they've done."

"If there were civilians here, they must have been killed already too," Peter said, grumbling in annoyance. "This situation does seem a bit hopeless."

"Hey, come on, I don't want to hear this from you too," Jill said.

"Yeah, sorry, I'm not ready to give up hope," Peter insisted. "It's just that...saving people is not as easy as I would have hoped."

"Your friends managed to get some civilians out of town, didn't they?" Jill asked. "With any luck, maybe they can just come by and get us."

"I could try to find them, but I'm not sure if I want to leave you here," Peter said. "Plus if a helicopter really is waiting, that pilot needs to know, that way he can just go home himself."

"Alright, let's try getting that bell rung," Jill said. "Who knows? It might attract your friends."

"Good idea," Peter said, picking up a weapon. "Here, you might need this too."

"So our friend here had a Mine Thrower," Jill said, aiming it. "This should come in handy. Not a lot of ammo, so I'll need to use it wisely."

"I just hope it doesn't make things too messy," Peter said, checking his hand. "I would really rather there not be anymore blood on me."

"It can't be helped," Jill said. "Let's go."

"Which way?" Peter asked.

Jill considered her options. There was a staircase, she could always lead them upstairs. But she also wanted to secure the first floor. "Let's try this side door for now."

"How well do you know the Clock Tower?" Peter asked.

"I'm no expert, but I'm not exactly concerned," Jill said. "The two of us should be able to figure it out."

"Glad you have confidence, I gotta hand it to you, despite everything, you've held it together really well," Peter said. "You're one cool lady, Jill."

"Aren't you the charmer?" Jill said, the woman flashing a coy smirk. "You compliment a lot of girls this way?"

"Uh...not really," Peter bashfully said. "I am not good with girls, I wish I was but they're...I shouldn't say."

"No, go on," Jill said, leading Peter toward the side door.

"I just never really know what they're thinking," Peter said. "I always feel like I'm gonna say something stupid if I try talking to them."

"You're doing well with me," Jill said.

"That's because I'm not trying to ask you out or anything, that and this is an emergency situation, so I gotta put aside my discomforts anyway," Peter said.

"Well Peter, as a woman, I can say that most of us can be a bit complicated," Jill said. "It depends on the girl too usually, but a lot of them value honesty."

"...What if the girl asks if something they're wearing makes them look fat?" Peter asked.

"I never really understood that, personally I'd like to know of something made me look fat," Jill said. "My advice, it's about how you answer. If you're blunt then that might piss the girl off, but if you try to be helpful then that's less likely to happen. The plan isn't fool proof but it's the best advice I can offer you."

"I appreciate that," Peter said as Jill opened the door.

She spotted a library with a few zombies inside, quickly making short work of them. "Looks like we're gonna find zombies even deeper in, just as I worried."

"No place in this town was safe from the outbreak," Peter said. "One more thing Umbrella will answer for."

Jill tried a green door, finding that it was locked, "Great."

"You know I can break that door down," Peter said.

"Remember what I said earlier, that might do more harm than good," Jill said, walking to another door and checking it. "At least this one isn't locked."

"Alright, back on track," Peter said, following the woman.

As Jill led Peter through, she had one more question, "Are there any girls you like?"

"Me!?" Peter asked, grateful he was wearing his mask. "Uh...well..."

"Why are you getting all shy? You know it's normal to have crushes, right?" Jill asked.

"Hey come on, you were in High School once, weren't you?" Peter asked. "Haven't you ever been shy about a crush?"

"Not too much but maybe it's because I haven't really been in love," Jill said. "I've liked a few guys but nothing serious came of it, even when I went through college."

"I've seen some cute girls too, one of them is my neighbor, her goal in life is to be a supermodel," Peter said.

"Supermodel? Wow, lucky you," Jill said, leading him through a room with a chess table.

"I have no chance with her, she's way too pretty," Peter said.

"You never know," Jill said. "Even pretty girls recognize nice guys."

"I'm not that lucky," Peter said. "Mary Jane Watson is out of my league. Just like my friends Gwen and Kitty."

"You know, girls like confidence," Jill said. "If you show more of that then you wouldn't need to worry so much."

"Confidence is not my strong suit," Peter said.

"I don't believe that, you've shown plenty of confidence tonight," Jill said. "Peter, you're too hard on yourself, you're a nice guy and I think any girl could like you."

"You really think so?" Peter asked.

"I'm confident in that," Jill said, winking at Peter.

"Heh, good one," Peter said. "Gotta say, this reminds me of another girl I know. Her name's Twilight, now she's something. A cute European girl who specializes in magic."

"Magic? Like real magic?" Jill asked.

"Real magic, she's still learning but she's a real prodigy," Peter said as they went to the next room, one that resembled a bedroom of sorts. "Kind of wish she was here but she's off exploring some other place. Midgar I think."

"Midgar?" Jill scratched her head. "That sounds familiar...I think Chris mentioned something about going there after finding out about Sephiroth."

"…Wait, how dangerous would Sephiroth be if he knows about Umbrella and S.T.A.R.S.?" Peter wondered.

Suddenly there was a loud thump, snapping the two out of their conversation.

"What was that?" Jill wondered.

Peter looked ahead, "Holy crap! The Cable Car!"

Jill saw that this room was completely damaged by the crash, "So this is how Carlos got in here before us. I'm amazed he walked away from this unharmed."

Seconds later, some moans were heard. Looking ahead, the two spotted several zombies emerging from the fire, both of them immediately taking a step back.

"It's like they're walking out of the flames of hell!" Peter said.

"No kidding, fall back!" Jill said, rushing back through the other rooms and back to the main hall of the Clock Tower.

"That was close," Peter said.

"Can you even get infected? With strength and endurance like yours, I don't even know if they can bite through your skin," Jill said.

"I really don't want to find out if they can," Peter said. "Anyway there isn't much over there, let's try upstairs."

"Right, hope that's better," Jill said. "Also, I know you don't want to use a gun, but could you hold a couple for me? They're weighing me down."

"Oh, totally," Peter said, taking the grenade launcher and the shotgun, applying the holsters onto his person. "That should make it easier."

"Thanks, not the first time I collected a lot of weapons, but a the time, Chris was there to hold a few," Jill said. "We took turns with each one, depending on the situation."

"Good teamwork," Peter said, following Jill up the stairs.

On the top, Jill heard some thumping, the woman looking around. "Why does that sound familiar?" She looked up and spotted something horrifying, "Crap!"

"What's wrong?" Peter asked, then looked up himself. "Oh...no way!"

Above the two was a giant spider, the arachnid crawling toward them, bearing its fangs.

"Spiders, I freaking hate these things!" Jill said.

"Hey! I find that a little offensive," Peter said.

"Tough shit!" Jill said, grabbing her Mine Thrower and using it to blast the spider. However a bunch of baby spiders had come out from within, spreading all over the floor. "Crap!"

Jill pulled out her knife and stabbed down at the creatures, Peter doing his best to kick them away himself. "I kind of hate to do this but-"

"Hey if you think you can communicate with them, feel free," Jill said. "Keep in mind, these spiders are infected with the T-Virus, they're basically no different than the zombies."

"Yeah, good point," Peter said, then felt his spider-sense go off. "More are coming!"

From across the hall, two more spiders were advancing. Peter dashed in and punched one spider against a wall, splattering it immediately and then punched through another as a bunch of babies started crawling in him.

"Hey! Get off!" Peter started shaking around. "Normally I don't mind this but I'd rather not turn into a zombie! Wait, if I'm part spider does that mean-"

Jill started whacking Peter with her gun, killing all the spiders just in time. "That was close."

"...You know, I'm afraid of what'll happen to me if I get infected," Peter said.

"So am I," Jill said, the girl feeling very uncomfortable. "Peter...I have a favor to ask of you."

"What is it?" Peter asked.

"If I get infected...can you kill me?" Jill asked.

Peter's eyes widened in disbelief, "Jill, don't say that, I don't want to think about you getting infected."

"I know, and I don't want to worry you," Jill said. "But...if it happens, I'd rather not turn into one of those monsters. So, could you kill me if that happens?"

"I...I don't know," Peter said. "I don't mind killing zombies since they're already dead, but I have a strict policy against killing people."

"If I'm infected, I might as well be dead," Jill said. "Don't think of it as ending my life, think of it as saving me from a worser fate."

"...I want to promise...but..." Peter rubbed his head.

"Please, I know I'm asking for a lot," Jill said. "But I need you to do this for me."

"...Fine, I'll promise...but it won't matter, because it's not happening," Peter said. "You're going to make it out of this alive. I'll do everything in my power to keep you alive, Jill."

"I know you will, and I will return that favor," Jill said.

"But...if I get infected, you're going to have to kill me," Peter said. "I don't know what I will become if I turn, and I'd rather not be a danger to anyone."

"I won't let it come to that, but if it does...I'll make it quick," Jill said.

"Don't worry about quick, worry about doing it," Peter said.

"Of course," Jill said, then focused on what was ahead. "Let's hurry."

The two found themselves outside, on a balcony overlooking the city. Peter was quick to check out the sights, and the grandeur that was once a thriving town.

"It's weird, I know there's an outbreak but, the view looks amazing," Peter said. "Would have loved to see Raccoon City before it went to hell."

"It was a great place, that's for sure," Jill said. "Made a lot of memories in this city. But, I have no idea what to expect out of it now."

"Well for now, there's still a massive quarantine," Peter said. "Wondering if the government is trying to work on a cure, or at least try to figure out any way they can salvage this city."

"That would be a very difficult task, I honestly don't even know if the damage done to this town can even be undone," Jill said.

"Hey New York City manages to get back on its feet despite all the trouble there," Peter said.

"New York never had to deal with zombies," Jill said.

"No, but we've dealt with aliens," Peter said.

"I wouldn't call that the exact same," Jill said. "Even if aliens are bad."

"Can't be as bad as that city Redgrave, I hear demons run that place," Peter said. But I hear there's some type of Dark Knight there too, I'm not talking about Batman either."

"Still, zombies just feel different to me," Jill said. "Aliens weren't the result of a virus after all."

"Right, the T-Virus," Peter said. "Was all this intentional?"

"I wish I knew," Jill said. "All I know is that Umbrella seems eager to cover their tracks, using Carlos and his team to do so."

"I'm kind of worried about him, I think this mission's messing with his head," Peter said.

"I'm worried too, but we have our own job to do," Jill said.

"Right, let's see if we can get that clock tower working," Peter said, using his webs to latch onto a ladder to pull it down. "Ladies first."

"Aren't you the gentleman?" Jill teased. "Or are you doing this so you can peek up my skirt?"

"I..." Peter shook his head, once again grateful his mask hid his blush. "Hey come on, weren't you the one who said earlier to not make dumb jokes?"

"Yes, I guess I was," Jill said. "Guess being around you just makes things less tense for some reason, feels like I can let my guard down a bit."

"That's flattering, but don't let it down too much," Peter said. "We're still in a bad situation, and I don't want anything terrible to happen to you."

"Hey, like I said, this isn't my first go around," Jill reminded as she started climbing the ladder. "Still, I appreciate your concern. Your parents raised you well."

"Actually, my parents died when I was a baby," Peter said, crawling up the side. "I was raised by my aunt and uncle."

"Sorry to hear about your parents," Jill said.

"It's fine, my aunt and uncle treated me like their own son, so I guess it softened the impact of losing my parents," Peter said. "Don't get me wrong, it bums me out that I never really got to know them, but when I think of my parents, my aunt and uncle come to mind first."

"Do they know you're in a zombie infested city?" Jill asked, reaching the top.

"Probably not," Peter said. "I don't tell my aunt everything I do, for a while she didn't even know I was Spider-Man. She found out eventually but even then I keep a lot of things I do on the down low."

"What about your uncle?" Jill asked.

Peter stopped moving a second, a heavy burden weighing in his heart."...He's gone. "It's just my aunt now."

"Oh...I'm sorry to hear," Jill said. The woman noticed that Peter's tone was much more somber this time around. With his parents, she could hear the disappointment, but with his uncle, she could feel the sorrow. "Given that his uncle was practically his father, it makes sense that he'd take that loss much harder."

"Sorry, I know I'm just bringing the mood down," Peter said. "Things are bad enough as it is, you don't need to hear my sob story."

"No, it's fine," Jill said, reading the top. "I'm sorry I brought the subject up."

"You couldn't have known," Peter said. "Look, you don't need to worry about me, alright? What happened to my uncle was years ago, I've moved on...mostly. I can't forget my uncle but I can try to come to terms with his death."

"I understand the pain on loss, at least you never had to feel useless," Jill said. "When my friend Joseph was being mauled by those dogs, I was helpless. Same with Brad. You at least have the power to save people."

"You're right, I do," Peter said. "But, that power meant nothing since...ah, never mind. Look, Jill, you're brave and you try your best. You don't need to compare yourself to me. Now please just focus on the task at hand, my feelings aren't important."

"I can't agree with that, I think everyone's feelings should matter," Jill said. "But, you're right. I'll focus on the mission, but later, I'd like to know more about you."

"I really don't think you'd be interested," Peter said. "I'm not special, I'm just a kid with a dorky costume."

"You know, I don't think it's dorky," Jill said. "Personally, I think you look cute in that costume."

Peter turned away in embarrassment, bashfully rubbing his head, "You're just being nice."

"Maybe, or maybe I'm being truthful," Jill said.

"Can we just focus?" Peter pleaded.

"Alright, I'll lay of," Jill said. "He acts so cute sometimes, but I can tell there's more to this than he's letting on. Why is it so hard for guys to be honest with their feelings? I know they need to be strong but they can't be strong all the time. Unfortunately, I guess it's society's fault, I can't blame Peter, Carlos or Chris, for being so hesitant to be openly honest. Hopefully I can get Peter to open up more. Maybe Carlos too if I see him again."

The two explored the top of the tower, Jill gravitating toward a nearby music box. "What is this?" She pressed the play button, hearing what sounded like a peaceful melody. "Not bad...but something seems a bit off."

Meanwhile Peter was checking the back, seeing if there was a way to get the bell chiming. "Well, this might be trouble. One, there's no bell and two, the gears aren't even here. Probably why they couldn't get this ringing before. Maybe we should scrap this idea and just look for Gambit and Applejack." Peter tapped his chin, thinking about the woman beside him, "That might be easier said than done though. They could be anywhere in town, and my radio's on the fritz. Plus exploring town with Jill might be tricky, unless I can convince her to ride on my back while I swing around."

Peter went to meet up with Jill to explain the situation, seeing that she was doing something with the music box.

"Alright, should be good," Jill said.

"What are you up to?" Peter asked.

"Fixing this music box to see what happens," Jill said.

"Uh...why?" Peter asked. "I mean, I get that you like classical music but is this really the time to be messing around?"

"I had to do this a lot when I was in the mansion on top of Arklay Mountains," Jill said, playing the music box. "There were a lot of secrets that required unusual puzzles, and this could be one of them."

"I mean, I think I get what you mean but what are the odds of that being the case here are..." Peter saw a container open, revealing a key. "Okay, I stand corrected."

"Ha, not bad huh?" Jill said, grabbing the key. "Should help us navigate the building better."

"No doubt, very resourceful Jill," Peter said, checking out the key. "Great design though."

"I see a marking on here...it says 'Chronos'," Jill said.

"Chronos? Like the Greek God of Time?" Peter asked.

"Very fitting," Jill said, pocketing the item. "Did you find anything?"

"There's no bell and no gear," Peter said. "We're gonna have to see if we can find anything in the main building. If that's possible."

"Well if Chris, Daisy and I can navigate a mansion full of zombies to find every little thing we needed, we can handle a clock tower," Jill said, approaching the ladder. "No time to waste."

"Heh, time, because this is a Clock Tower," Peter said.

"Uh, that wasn't intentional, but I'm glad you found the humor in that," Jill said, climbing down.

As she reached the bottom, Peter landed beside her after a jump, "Any idea where we should check first?"

"I remember there was a locked door in the library," Jill said. "Let's try to-"

"S.T.A.R.S.!" Came the voice of Nemesis, the monster barging through a nearby door, startling the two.

"Not this guy again!" Peter said, getting into position. "Stand back Jill, I'm gonna-"

Jill quickly ran to the side and pressed a button to turn on a spotlight to blind Nemesis for a second, then ran to the spotlight, pulled out the plug and tossed in into a puddle that electrocuted Nemesis.

"Wow, clever," Peter said, jumping over and kicking the monster off of the Clock Tower.

"That freaking thing just won't die!" Jill lamented. "Like I was saying, let's go back to the library and check the door there."

"Sure," Peter said, following the girl.

Downstairs, they had reached the library and returned to the previously locked door. Using her key, Jill opened the door, revealing an old hallway.

"Let's go," Jill said, cautiously walking through.

"This place is so creepy," Peter lamented. "Screw the zombies, at this point I wouldn't be surprised if a ghost popped up."

"Don't even get me worried about that possibility, at least zombies are easier to kill," Jill said, then came across a terrible sight. "Dear God..."

Peter saw that a UBCS Agent was covered in webs, a twisted expression of pain on his face, "Holy crap..."

"Must have died from poisoning," Jill noted, then heard some thumping. She looked aside and spotted a couple of Web Spinners. "Shit!" She immediately opened fire, taking one spider out. Another leapt at her, but she was quick to roll out the way, Peter taking the opportunity to stomp on its head, then the body to crush it.

"Never thought I'd dislike spiders so much," Peter said. "Of course, I didn't appreciate spiders until I became Spider-Man."

"You know, now I'm wondering something," Jill said. "Are you capable of poisoning anyone?"

"Me? No way," Peter said. "At the very least, I never tried. I have the abilities of a lot of spiders, but I never considered the idea of trying the abilities of a venomous one."

"Think you'd be immune to their poison?" Jill asked.

"I don't think I am immune to poison, one of my enemies, Scorpion, he's capable of poisoning and he could get me woozy with a clean shot," Peter said.

"Ugh, for some reason I'm worried about giant scorpions," Jill said.

"Scorpions are usually in jungles and dessert areas, basically any place that's warm since they can't survive a cold climate," Peter explained. "I think you'll be fine."

"Still, can't be too careful," Jill said.

"If a giant scorpion comes, I'll protect you," Peter reassured. "Now let's keep moving."

The two proceeded to the next room, spotting some statues and paintings. To the side, Jill saw an unfortunate sight. "Peter..."

"What is it?" Peter turned to see another dead mercenary. This one was holding a young woman close to him, also dead. "Not another one..."

Jill checked the pocket book that the mercenary was holding, "Well, this reaffirms what Carlos said. The moment the team landed, the mission went bad. They didn't expect so many zombies."

"That much is obvious," Peter said, then notice Jill grimacing. "What's wrong?"

"These people...they were willing to screw over their injured soldiers and use the citizens as decoys!?" Jill shouted in disbelief. "I thought they came to save people! Not sacrifice them!"

"Wait, it actually says that?" Peter asked, checking the journal.

"Yeah, says it right there," Jill said, pointing to the line.

"Out of desperation, we robbed some wounded members of their weapons and used the surviving citizens as decoys..." Peter furrowed his brow. "That's just awful. I know he said he didn't enjoy it but...I just can't excuse that type of mindset."

"There seems to be more though..." Jill said. "Seems like this girl was someone he wanted to protect."

"His boss only cared about the lives of his squad, and not the citizens," Peter said. "Not entirely selfish, but still devoid of the point of coming here."

Jill looked to the body of the mercenary, the man still holding the girl close. "Guess he died trying to keep her safe."

"Respect to him for at least wanting to do the right thing in the end, sucks that he and this girl had to die," Peter said, lamenting the situation. "I really thought we'd find actual survivors. I'm sorry if I sound like a broken record but I just can't stress how utterly messed up this freaking situation is! These men were sent to their deaths just so that Umbrella could look good. Not that these men themselves are innocent, aside from a few like Mikhail, and Carlos."

"I imagine a lot of them were just following orders, and it's hard to defy orders," Jill said.

"Something even heroes struggle with," Peter said. "What about you? You were a cop right? Have you ever worried about following orders?"

"Maybe at one point, but given that my Police Captain betrayed me and my friends, I can't say I am likely to blindly believe that all authority is good," Jill said. "The Mayor and my Police Chief are also pretty useless. Even Nick Fury wasn't much help, despite saying that he was on our side."

"Fury is a wild card for sure, even Iron Man and Captain America seem to struggle when it comes to taking him seriously," Peter said. "Then there's my buddy Wolverine. He doesn't listen to anyone."

"Wolverine? That sounds like an interesting name," Jill said.

"Like a real wolverine, he's a bit short, but very feisty," Peter said. "But he's a really nice guy, I get the feeling he acts tough just to hide how much of a softie he is."

"Sounds like a lot of guys I know," Jill said, looking around the room. She came across something useful. "Peter, check out this bell."

Peter walked over, seeing a bell in the back of the room. "Wow, not sure why this is just laying here but lucky us. We just need that gear."

"Found it," Jill said, picking it up. "Come on, let's hurry back to the top."

While Jill held onto the gear, Peter picked up the bell and the two made a mad dash back to the top of the tower.

"It kind of amazes me that you can casually carry a bell like that," Jill said. "If you don't mind me asking, how much weight can you carry?"

"I would say...close to a ton maybe?" Peter asked.

"A TON!?" Jill asked in disbelief.

"Maybe ten," Peter commented.

"...Are you messing with me?" Jill asked.

"No, I'm being honest," Peter said.

"If you're that strong, that means you can punch zombies into nothing, same with that monster that keeps following us," Jill said.

"I hold back on instinct, most of my enemies are living humans after all, on top of that I do fight regular street thugs. If I ever punch someone with all my power, I could kill that person," Peter said. "I made a vow to never take a life. Granted I can lift that when it comes to zombies since they're undead, but for living humans, I can never cross that line."

"Well you're still pretty young, I don't think anyone should expect you to," Jill said.

"It's not just an age thing, I don't like the idea of having to kill, even if the person deserves it," Peter said. "And I've seen my share of cruel people."

"Well, if you see that monster again, treat him like one of those zombies, and try not to hold back," Jill said.

"I won't," Peter said. "Granted, that guy seems like he can really tank some damage."

"That's how some of these monsters are," Jill said. "Something Chris and I dealt with when it came to fighting Wesker's Tyrant."

"What was that one like?" Peter asked.

"Well it was definitely intimidating, as big as Nemesis with two large claws," Jill said. "But it had an obvious weak point, that being its exposed heart. That plus a rocket launcher allowed us to kill that beast."

"And your old Captain, what happened to him?" Peter asked.

"His own monster killed him," Jill said. "Or so we think. Wesker's body wasn't found after that, unless he turned into a zombie. Of course the place did explode so maybe nothing remained at all anyway."

"Still, to be betrayed like that, kind of sucks," Peter said.

"It does, Chris and I looked up to Wesker, he was not just a captain, he was our mentor," Jill said. "Since then, Chris has been so angry that someone so close to us could do these terrible things. He's a big reason many of our teammates are dead. Joseph, Forrest, Enrico..."

Two months prior in the mines under the Spencer Mansion.

"Don't move!" An injured Enrico stood himself up, using the wall to support himself as he aimed at Chris and Jill. "Double Crosser."

"Wait, hold-" Chris attempted to plead but a gunshot from behind him and Jill hit Enrico, the two turning to see what happened, but nothing was there.

"No! Enrico!" Jill checked on her friend.

"Um...brel...la..." Enrico uttered out before succumbing to his wound.

"Enrico!" Chris checked on his friend too. "Double Crosser?"

"Umbrella?" Jill also wondered.

Seconds later, Daisy Johnson had reunited with them, the woman lamenting what just happened, "What happened? What was that gunshot?"

"Our friend Enrico, he was telling us about a double crosser, then got shot," Chris said. "But...who's the double crosser?"

"If I had to guess, it could be your friend, Barry Burton," Daisy said, this alerting Jill's attention. "He has been acting kind of strange."

"No way, Barry wouldn't do something like that!" Jill said. "He could never, he's our friend."

"Well the only other potential traitors are Rebecca Chambers, Richard Aiken and Captain Wesker," Daisy said.

"It must be a mistake, no one in S.T.A.R.S. would betray one of their own," Chris said.

"Kind of hard to argue with the evidence," Daisy said, gesturing to Enrico.

Chris shook it off, "We're wasting time, we need to keep going."

The man walked off in a haste, leaving Jill worried about her friend, "Could there really be a traitor?"

Present Day on top of the Clock Tower.

"Daisy was partially right about Barry, but anything he did was from Wesker blackmailing him," Jill said, placing the gear in. "I just hated that I couldn't save Enrico."

"Sounds like you were in a very stressful situation," Peter said, placing the bell where it needed to go. "Don't be so hard on yourself. You do the best you can and that's all that matters."

"Still...that feeling of helplessness is the worst," Jill said. "I envy you, Peter. Skills like yours allow you to save anyone who needs help."

"Even I can't save everyone, Carlos's friend got shot right in front of me and I couldn't react," Peter said, lamenting about Murphy. "Sure didn't expect Nicholai to be that heartless. I shouldn't speak ill of the dead but, I hate what he did."

"The sad thing is, I understand why he did it," Jill said. "Like it or not, Murphy was as good as dead. He was already pleading with Carlos to end it as it was."

"I know, and honestly, at least if Carlos did it, it seemed more humane," Peter said. "Nicholai just didn't give a damn."

"He's probably just hiding his emotions," Jill said. "I know, it sounds like I'm trying too hard to give him the benefit of the doubt but-"

"It's fine, I should be doing the same," Peter said. "Just want to say, I really appreciate you being comfortable with telling me about your problems. Sometimes I wish I can do that, but I don't like burdening others."

"I understand that, but if you ever do have something that's bothering you, then you can tell me," Jill said. The girl placed her hand on Peter's shoulder, "Is something bothering you right now though?"

"No, I'm good, thanks Jill," Peter said.

"Alright, then let's get this bell ringing," Jill said.

Peter nodded and pressed a button, the chimes of the bell going off as it got the attention of a helicopter.

In addition, Remy, who was driving the van, also heard the Clock Tower go off. "Check it out."

Applejack looked ahead, "A clock tower? Wonder if someone's there. We should pull over."

"What about them," Remy said, gesturing to the back toward some survivors they found.

"We got room fer a few more," Applejack said.

"I think we should prioritize their safety," Remy said.

"Hey, we go in, get the civilians, and leave," Applejack said. "If we wait, that's more of a possibility that their lives will be in danger."

"Alright, it's your call then," Remy said, pulling over near the Clock Tower.

In the front yard of the Clock Tower, Jill and Peter were waving down the helicopter, getting its attention.

"Down here!" Jill called.

"This is perfect, maybe we can use this helicopter to search for more survivors too," Peter said, waving it down.

"Hopefully the pilot's willing to cooperate on that," Jill said.

"I'll make it work, for now let's get you out of this hellhole," Peter said.

"Huh? What about you? Aren't you coming with me?" Jill asked.

"I still have to look for civilians," Peter reminded. "My job here is far from done."

"Will you be alright? I can delay my pick up and help you out," Jill said.

"No way, this is about your safety, not mine," Peter said.

"But Peter..." Jill said.

"But nothing, all I care about right now is your safety," Peter said, taking the woman by her hand. "I'll be alright, okay Jill? I just need you to be alright too. I don't want to risk losing you."

"Fine, but you better take care of yourself," Jill said, then pulled Peter into a hug. "Thank you though. Please come back soon."

"Uh...yeah, totally," Peter said, a bit surprised by the affection, but grateful as he returned the hug. The boy pulled away, bashfully rubbing his head. "Come to New York if you can, and-"

Suddenly Peter's Spider-Sense spiked as he pulled Jill to safety just as a rocket hit a helicopter, immediately destroying the aviation machine.

"NO!" Jill shouted in dismay as the Helicopter crashed into the Clock Tower.

"SHIT!" Peter shouted, then looked down toward the girl he rushed to protect, "Are you hurt, Jill!?"

"I'm fine," Jill said, then saw a terrible sight. "No..."

Standing on top of the destroyed cable car was Nemesis, the monster having just fired his rocket launcher.

"Of course he's not going to make it easy!" Peter angrily shouted. "Jill, stay back, I'll fight this creep!"

As this was going on, Remy had just pulled up beside the Clock Tower, having witnessed the destruction of the Helicopter. "Good God!"

"What in tarnation just happened!?" Applejack asked in worry.

Suddenly the van caught the attention of Nemesis, something Peter himself took note of, also catching the attention of the van. "NO! REMY! APPLEJACK!"

"Peter?" Applejack said.

"DRIVE!" Peter said as he went to confront Nemesis, the monster whacking him out the way and aiming his rocket launcher.

"Remy! That beast is about to-" Nemesis fired the rocket as it went hurdling toward Remy and Applejack, the Cajun fighter swerving as the rocket hit the back, freaking out everyone inside as the van crashed against a building.

"REMY! AJ!" Peter lunged at Nemesis again, trying to disarm the monster. "You've caused enough damage for one day!"

Nemesis punched Peter to the ground, and aimed his weapon, firing once but unable to catch Peter as he quickly dodged and landed away from the monster.

Meanwhile Remy and Applejack were both a little dizzy from what happened. The farmer girl looked toward the back, "Everyone okay?"

A few grumbles were heard, thought it seemed like everyone in the van was mostly uninjured.

"Damn monster," Remy said, kicking open the door as he and Applejack pulled themselves out.

"That was terrible," Applejack said, checking her arm, seeing that she was bleeding from some broken glass. "Dang...gonna need some first aid."

Remy checked his body as well for any injury. Fortunately he had nothing aside from a few scrapes and bruises. "Gotta check on the survivors."

Applejack was about to help when she saw that the gas was leaking out the car, slowly approaching a fire. "Watch out fer the gas!"

Remy quickly took note and jumped away just before the gas reached the fire, causing an explosion that destroyed the van.

"NO!" Applejack shouted in dismay.

Remy looked back, seeing that the van was done, as were the survivors. "...Ugh, I knew we shouldn't have stopped." He glared angrily toward the Clock Tower as he grabbed his staff. "Gonna kill that monster!"

Meanwhile Nemesis and Peter were still doing battle, Peter landing some hard blows on the monster, then kicking him against a wall. Peter ran over to attack again but Nemesis punched Peter away.

Peter immediately used his web to latch onto Nemesis, the monster responding by using a tentacle of his to wrap around Peter's neck.

"When the hell...?" Peter was then flung against a wall as Nemesis picked up the rocket.

"Peter!" Jill ran over to attack, firing her shotgun at the monster. Nemesis responded by impaling her through he shoulder with his tentacle. "Damn!"

"Hey tough guy!" Remy shouted, running at the monster. "Think what you did was funny!?"

Remy whacked Nemesis in the face a few times, but, took a punch to a wall for his efforts. He aimed his Rocket Launcher at Remy, but was shot at from beind.

"Come get some you ugly fucker!" Carlos shouted, firing away at the monster, completely destroying his Rocket Launcher in the process and injuring Nemesis, destroying part of his coat and exposing hsi chest.

"Graaaawh!" Nemesis rushed in and kicked Carlos against the Cable Car, unleashing his tentacle and ready to end him. Remy however jumped on his back, using his staff to press against the monster's throat.

"Not so tough now, are you!?" Remy shouted. Nemesis however grabbed Remy and threw him through a window.

Applejack rushed in to tackle the beast, but too a backfist for her efforts.

Jill opened fire from her machine gun, hitting the monster with a barrage of bullets. Using his tentacle, he knocked the gun out of her hand and then rushed in to punch her across the front yard.

Peter then webbed Nemesis and started punching the monster, adding more and more force with each blow. "This is for Mikhail!" Peter struck a powerful blow that sent Nemesis crashing through a wall.

"Nice work, Peter!" Applejack said, then saw Nemesis pulling himself up, the monster still not done. "Are you kidding me!?"

Remy burst out of the Clock Tower and threw some cards at Nemesis, each one exploding with impact. "Think that got him."

Just then, Nemesis's tentacle wrapped around Remy's neck, the monster attempting to crush the kinetic mutant's neck.

Applejack ran over and struck Nemesis in the face with a powerful punch, but took an uppercut for her efforts.

"This thing is pissing me off!" Jill shouted, grabbing a magnum and firing at the monster, forcing him to release Remy, the man trying to catch his breath.

"Good God he's strong," Remy said.

Nemesis ran in and kicked Remy back, then back fisted Jill to the ground.

Peter leapt on the monster and punched his head a few times, then leapt up and used his webbing to pull him in for another punch that sent him crashing down.

Peter landed in front of Nemesis as the monster quickly stood back up, "You just won't stay down."

With a mighty howl, Nemesis ran in to punch Peter in the face, then wrapped a tentacle around his neck and started slamming him. Peter however managed to web Nemesis's face, blinding him for a second.

Jill took this moment to grab her Mine Thrower and shot Nemesis a few times, the explosions taking it's took on the monster before she grabbed her handgun and fired away, hitting shots to his head, chest and shoulder.

Nemesis's arm then started spurting purple blood as the monster attempted a retreat, walking into the burning fire as his body gave out from the pain. The monster had collapsed, the flames overtaking him.

"Hope that finally got him," Remy said, the man trying to shake off his bruises.

"Jill!" Peter went to check on the woman.

"I'm fine...help Carlos..." Jill said, the woman getting woozy and falling over, much to Peter's worry.

"No! Jill!" Peter rolled the woman on her back to check on her injury. Peter quickly took his mask off, focusing inherently on the unconscious woman. "I don't think it hit any vitals, but it's still a bad injury. Oh no, I hope she's not..."

"Jill!" Carlos said, struggling over to check on her. "Oh God, is she..."

"Not if I can help it," Peter said, picking the woman up in his arms. "She needs medical treatment."

"I've got some First Aid Sprays, and some healing herbs," Carlos said.

"That's a start," Peter said, then turned to his friends. "Remy, Applejack, I'm glad you're both alive."

"Yeah, same to you Peter," Applejack said.

"The van's destroyed though..." Remy said. "So it looks like we're stuck here."

"And that Helicopter got blown up by that crummy monster," Applejack said. "How are we gonna get out of the city?"

"There might be a way, I'd need to get into contact with the UBCS," Carlos said. "I can't promise success but it's worth a shot."

"We can figure out all the ways we can escape this city, right now we gotta help Jill," Peter said, looking down at the woman. "Please don't be infected Jill, I don't think I can keep that promise if you are."

"Let's make a base inside the Clock Tower," Carlos said. "I saw a Chapel earlier. Who knows? Maybe God will cut us a break for a little while."

"Alright, let's set up base," Peter said, bringing Jill inside. "I won't let it end like this. We're all escaping together!"

Jill was hurt, the woman fading in and out of consciousness. The only thing she could see was Peter, being carried in his arms as he took her to sanctuary. "Peter..."

At the very least the heroes can breathe without the fear of Nemesis, at least for now.