At the old warehouse, the same one Jill had planned her escape, Peter had swung by in hopes of finding some more survivors.

"With all the damage going on in this city, my Spider-Sense is off the charts," Peter said, trying to quell the ringing in his head. "Gota stay focused, people need my help."

"NOOO!" Came a voice from inside the warehouse.

"What's going on!?" Peter barged inside, running down the hall until he spotted a pair of zombies having just attacked someone. Peter was quick to kick them away, immediately checking on the person. "Hey, are you alright!?"

Unfortunately for Peter, the man, Darion Ross, the same one who vowed not to leave his container, was now dead.

"Damn..." Peter grumbled in annoyance. Knowing there wasn't anything he could do, Peter turned to the exit, determined to find an end to the problem sooner than later. "No time to dawdle, I gotta keep going."

He left the warehouse, determined to save more people and not let others suffer like Darion Ross just did. "Gotta keep moving, for the sake of the Raccoon City citizens!"

Meanwhile Jill had gotten as far from Nemesis as possible. Or so she hoped. It's been a while since Jill felt this type of fear, not since Arklay Mountains has she worried so much for her life. Between the zombies roaming the streets, and now Nemesis around the corner.

With any luck, the monster might consider her dead after the explosion, but she wasn't going to assume anything just yet. She doesn't know enough about this creature to determine much, but she can tell he has a bit of intelligence.

Unlike other monsters, Nemesis was capable of speech, even if it was just one word. It also knew how to utilize weapons, which made him even more dangerous.

"Maybe I should have let Spider-Man stay with me..." Jil figured, then shook her head. "No, he's better off rescuing others. I can take care of myself, I'm better trained for combat than an average civilian."

At the very least, Jill has one more advantage to her now. With her lockpick, she can access almost any part of the city with minimal trouble. That also means facing more danger, but right now, there was no risk without the reward.

Having found a door she could use her lockpick on, Jill was quick to enter a new alley, the woman keeping her gun out, ready for anything that might pop out. There was some fire nearby, along with damage to some apartment windows

She carefully treaded through the alley, keeping an eye out for everyone. Suddenly she heard something and turned around, keeping her gun aimed, but nothing so far.

"I'm gonna go crazy in this city," Jill lamented. She backed up until she found the deceased body of an agent of sorts. "He wasn't killed by monsters. It looks like he took his own life. I can see a bite mark though. He likely got infected and chose to ensure he won't come back as a zombie. I can't blame him, but even I don't think I could make this choice. I doubt it was easy for him."

Jill grabbed whatever ammo he had left and continued on, passing by another ally until she came up to the streets. From the distance she could hear some gunfire and dogs barking.

"Someone might need help," Jill dashed to the location where she heard the gunfire, however that sound was soon replaced by the sound of someone screaming in agony. By the time Jill had arrived, she saw a man being mauled by zombie dogs, one of them having bitten him hard in the neck, blood gushing out as the dogs turned their attention to Jill.

"Damn mutts," Jill pulled her gun out and quickly and shot one dog in the face. A second leapt to attack, but Jill was quick to sidestep and shot the dog on the side of the head, killing it instantly. She checked on the man, who was clearly dead. Nothing she could have done for him. She continued checking and found some more ammo, this time finding some shotgun ammo.

She looked ahead, seeing where else she could go. "The wreckage ahead is to large, getting through is gonna be difficult." She looked aside toward a parking garage. "Guess that's my only choice."

She cautiously entered the garage, keeping her gun out and ready. Slowly she walked through the interior, keeping a close eye in all directions. The moment she heard some footsteps, she aimed her gun to the direction of the sound, spotting another zombie dog making its presence known.

"Where did all these dogs come from anyway?" Jill wondered. As the dog leapt at her, she immediately fired and took the monster out in one shot. "So long as I keep up the pace, I should be good."

She dashed through until she arrived in an office, spotting no immediate danger. Taking a second, she took a seat and began thinking her plan over.

"I still don't have much of a plan, I do know I want to leave the city, but how am I going to do so?" Jill wondered aloud. "There are roadblocks everywhere, mostly from wrecks but also a last minute attempt to control the viral outbreak in the city. To think Umbrella could do this damage, but why would they destroy the town? Was it intentional? No doubt this is going to attract the attention of the government, especially S.H.I.E.L.D. I bet Nick Fury wishes he did more to stop them, that or he's excited to have a reason to bust some heads."

Jill stood up, facing the direction of the other door, keeping her weapons ready and loaded with ammunition.

"I gotta keep moving," Jill said. "Who knows? Maybe I'll run into Spider-Man again, hope he's gotten some people to safety."

She peeked outside the office, but immediately closed the door when a dog tried to attack her, letting it hit the door instead. Moving fast, she opened and fired at the dog, then made a run for it again, toward another part of the street.

"Too much construction in the way," Jill noted, then turned to the door beside her. "I guess I should cut through here."

She went inside the nearby construction building, carefully treading through and keeping her gun out. As she walked, she came across a dead mercenary, the mutilation on him almost making her sick. Whatever killed him seemed to have instilled fear into his heart just before his demise.

"What did this? It wasn't a zombie, was it?" Jill asked herself. Suddenly she heard some screeching, and turned around to see something horrifying. A giant parasite creature leapt down at Jill, the cop girl stumbling back and instantly pulling her gun out to shoot the abomination in the face a few times, then whipped out her shotgun for good measure.

"Die you freak!" Jill put an end to the monster that would be known as the Drain Deimos with one final blast from her shotgun.

As she was catching her breath, she heard another sound. From the side, another parasite rushed in and tried to grab her, Jill blocking and keeping it from biting, and eventually kicking it away as she aimed her shotgun again and blasted the creature down.

She then pulled out her combat knife and stabbed it in the head a bunch of times to kill it, the woman taking a step back, panting from the terror she just endured.

"Holy shit...what the hell are these things?" Jill wondered. "They're almost like those Chimera creatures from the Arklay Mountains. This virus is getting out of control!"

Not wanting to stick around, she went upstairs toward an elevator lift. However, no power was going to it, Jill checked to see that it needed a battery of sorts.

"Great...gotta head elsewhere now," Jill quickly made her way through again, not wanting to be around these creatures, just looking at them filled her with dread, even in death.

She came out through another door, back onto the streets of Raccoon City. From nearby she could hear some gunfire.

"Scum!" Jill looked to see another mercenary having killed a zombie and making a run for it.

"Hey! Wait up!" Jill called, running in his direction, then losing sight of him. "Damn, lost track of him." As she stepped forward, she saw Peter up above, swinging toward a building. "Spider-Man? That's the Raccoon City Press building. Wonder if there's any survivors in there? I should go and meet up with him."

Jill passed through the nearby restaurant, keeping a close eye on things and ensuring that she wasn't ambushed.

"No survivors in here unfortunately. Gotta hurry though," Jill kept walking, heading through the building, though as she walked, she smelt something concerning. "Is that gas?" She saw that a nearby container was leaking flammable gas. "I should move before that becomes a problem for me."

She continued out of the restaurant, running through a back alleyway and then toward the other side, ending up at the street in front of the Press Building. "There it is." She checked inside the building, already feeling heat from the fire. "This place is burning, I gotta make this fast."

Jill ran up the stairs, narrowly dodging a large burst of flame that came out of a nearby door as she reached the top of the building and through an office door.

As she walked through she heard some talking from in the press room.

"You alright dude?"

"That's Peter," Jill noted.

"Yeah, I'm fine," came the voice of another guy.

"Is that the guy I heard earlier?" Jill wondered.

"Where am I?" the mercenary asked.

"Some press building," Peter said. "Do you remember how you got here?"

"I was checking the building for survivors, I guess I got lightheaded from all the smoke in the area," the mercenary said.

"I'll get you out of here," Peter said, turning to the door and finding a surprise. "Jill?"

"Huh?" The mercenary noticed the policewoman, his mood immediately lightening. "Whoa, who's she?"

"She's a cop," Peter said, making his way over to her. "I'm so glad you're still safe."

"I'm happy to see you as well," Jill said, then made her way over to the mercenary. "How about you? Are you hurt?"

"I'm fine, but it feels like my head is about to explode," the mercenary said. "But anyway, it's nice to meet you lady. My name's Carlos. I think I heard your name was Jill. I must say, it's very nice to meet you."

"If I'm remembering correctly, she said she's a member of S.T.A.R.S.," Peter said.

"Yeah, I'm part of their Alpha Team," Jill said. "What about you, Carlos? Who do you represent?"

Carlos whistled in amazement, "S.T.A.R.S. huh? That's a big deal. Me, I'm a member of the Biohazard Countermeasure Service sent by Umbrella incorporated."

"Umbrella sent you!?" Jill asked, the woman feeling a bit infuriated.

"Huh? What's with the tone?" Carlos asked. "You got a problem lady?"

"Hey easy, it's probably just a misunderstanding here," Peter said, then heard a growl. "Uh, that didn't sound like a zombie."

"Oh no, it's him!" Jill said.

"Him? Him who?" Peter asked.

"That monster from before, the one that killed my friend," Jill said. To her point, Nemesis was indeed coming up the stairs, ready to complete his mission.

"Wait, he's still alive?" Peter asked. "I thought you killed it?"

"Come on!" Jill said, jumping out the window.

"Hey wait!" Carlos said, leaping after her.

Peter was about to fight the monster when his spider-sense went off, "I gotta-" As Peter jumped out the window, an explosion from behind him knocked him against a wall, the hero landing hard down. "Now I'm feeling a bit dizzy."

"Man that hurt," Carlos said, then turned to Jill. "Listen, I'm not into that whole 'Pain is Pleasure' thing."

Peter raised his eyebrow at the man, "Dude, not the time for those types of jokes."

"Boys move it!" Jill said, leading the two out of the alleyway.

Peter looked back once more, thinking to himself, "I doubt that thing's dead. It's really out for Jill, isn't it?"

Once they were back on the streets, Jill took a moment to get Carlos's attention. "Hey, mind if I ask you something?"

"Let me guess, you want a date?" Carlos asked. "I don't blame you. All the ladies love my accent. It drives them crazy."

"...Keep dreaming," Jill said.

"Also, what accent?" Peter asked. "Are you faking or something?"

"I'll have you know my family is from South America," Carlos said.

"That doesn't mean you have an accent dude," Peter said. "Anything you have just sounds kind of fake."

"Not cool man," Carlos said.

"Can you two nitwits focus for a second?" Jill said, focusing on the mercenary. "So Carlos, tell me this. Why did Umbrella send you here?"

"We're on a civilian rescue mission," Carlos explained. "Things went bad the moment we arrived in town though."

"You are so full of it," Jill said.

"Huh? What are you talking about? I'm telling you the truth!" Carlos said. "Umbrella hired us to rescue the people in this city!"

"Well isn't that nice," Jill sarcastically responded. "Considering that Umbrella caused this situation in the first place! Those damn liars!"

"Look, we're just mercenaries, hired help!" Carlos insisted. "You think the master would explain to his dogs why they need to fetch the stick he just threw?"

"He's got a point," Peter said. "A lot of people here are just under orders to save people, including me. Sort of."

"What's your story? Are you a local pro?" Carlos asked.

"No, I'm originally from New York," Peter said. "I'm Spider-Man, a rookie hero and a student at UA High School in Japan."

"High School? You're just a kid?" Carlos asked. "Why would they send a kid?"

"I offered to come, this seems big and I can tell this city needs all the help they can get," Peter said. "I'm not alone, some friends of mine are in town too, they're driving away all the civilians I find."

"Are they pro heroes too?" Carlos asked.

"Not exactly..." Peter said. "I shouldn't tell you but they're more on the vigilante side. One of them has some special permission from Professor Xavier's School for Gifted Youngsters. But they're not fully fledged heroes. They just want to help too."

"As a cop, I normally can't allow vigilantism," Jill said. "But if the government's gonna turn a blind eye to the shit that's going down in this town, why should I turn in people who actually want to do the right thing?"

"I won't judge either, my job's to rescue civilians," Carlos said. "Still, if you two want, you can join us. I can't give you answers about Umbrella, but we can still save people."

"I'm down for that," Peter said. "But I need to know your team a bit more."

"I'm not so sure," Jill said. "I want to believe you but..."

"Just think about it," Carlos said, making his leave while the cop and hero pondered things.

"So...you don't fully trust him?" Peter asked.

"He works for Umbrella, I can't trust any of them," Jill said. "Of course it's hard to trust anyone these days. My Captain betrayed me, the police chief doesn't care, the mayor sure as hell doesn't care and Umbrella's caused so much trouble, I don't even know what to think."

"Carlos seems a bit strange, but I can tell he's a nice guy," Peter said. "I think we should trust him."

"I suppose it's worth checking out," Jill said.

"I'll come with you," Peter said.

"I'll only slow you down, just go ahead," Jill said.

Peter shook his head, "Can you just let me-"

"I can handle it," Jill said, walking off.

Peter shrugged it off, "Alright, if you say so..."

Swinging away and leaving Jill to herself, she continued her route through the city, "I know he's a hero but I don't need help. He's better off-" Suddenly she heard some growling, a feeling of terror running through her body. "Not again!"

She made a run for it, heading back through the ally she came from. Unfortunately there were zombies blocking the path.

"Of course!" Jill shouted in annoyance. She heard the door open behind her and saw Nemesis. She immediately dashed through, doing her best to knock the zombies out of the way, keeping a look behind to make sure Nemesis didn't get too close.

Unfortunately one zombie had grabbed Jill, attempting to bite the woman, "Let me go!"

Nemesis had gotten close and lifted the zombie up by it's clothes and then pulled the creature in half, spurting blood everywhere as Jill continued to make a run for it. Nemesis tossed the zombie remains aside and continued after Jill.

She dashed through the restaurant, recalling the flammable gas that resided inside. "That's it!" Moving quickly, she grabbed a nearby lamp and tossed it against the canisters, then ducking for cover as the explosion in the kitchen caught Nemesis off guard, taking it out.

Not wanting to stick around, Jill dashed out the front of the restaurant, taking a moment to catch her breath.

"That monster just won't quit," Jill commented to herself.

"Monster you say?" A coy Peter asked, the hero perched nearby. "How's it going?"

"...Why are you here?" Jill asked.

"Hey, is that anyway to greet someone who was worried about you?" Peter playfully asked.

"I told you I can take care of myself!" Jill said.

"So you weren't just being chased by your mutated boyfriend," Peter coyly pointed out.

"What the f-Are you nuts!?" Jill shouted, her face turning red from annoyance. "What is it with you boys lately? A zombie apocalypse is around us, yet both you and Carlos are making dumb jokes? Take this seriously."

"I am taking this seriously, I'm making sure people like you don't get killed because of your stupid pride," Peter said. "Now unless you were auditioning for the next summer action blockbuster, what happened in that restaurant was completely foolish! You could have gotten killed doing that!"

"This isn't my first time dealing with this crap!" Jill said.

"Is this your first time alone?" Peter asked, Jill looking away in annoyance. "You mentioned having friends in Arklay Mountains, so obviously you had each other's backs. Here you're by yourself, and I don't care how good you think you are, you're not indestructible. You're going to die unless you have help!"

"...How did it come to this? Getting lectured by a High School kid?" Jill wondered aloud.

"I won't lie, I've been told this myself, either from my friends, my aunt or my mentors," Peter said. "Times like these, I can see what they mean. Please, just try to stick by my side. I want to get both of us out of this mess, preferably alive!"

"...Fine, I'll stick with you," Jill said. "What about the civilians?"

"That's why I'm going to see Carlos, I can't save them alone, if he's nearby I can help him help them," Peter said.

"...Alright fine," Jill said. "I guess we should go and find him then."

"I saw him heading into the park not too long ago," Peter said. "Come on, let's go after him."

The two made a dash through the alleyway and toward the park on the other side of the block. Fortunately the trip wasn't too bad as there weren't many zombie. Having Peter around definitely helped just in case. As they walked through, they spotted a cable car of sorts.

"Think they're in there?" Jill asked.

"Probably, let's go," Peter said.

The two entered the car, both taking a look around, making sure no enemies were present. so far so good.

"We should search the rest of the cars," Jill said. "Hopefully Carlos is here."

"Yeah, but first," Peter knelt beside a circuit cable. "This thing looks busted."

"Huh?" Jill noticed as well. "Oh right, if this was working, we could take it out of the city."

"I might be able to fix it with the right tools," Peter said.

"Are you a mechanic?" Jill asked.

"Not professionally, but I dabble with inventions," Peter said, checking the circuits. "Back home I like to mess around with tech. I've even gotten tips from Tony Stark. I actually wanted to be a scientist when I was a kid."

"What happened to that plan?" Jill asked.

"Things fell apart," Peter said. "It's fine, I'm making good use of my life at least. I'm here saving people, that's impressive, isn't it?"

"Yeah, it is," Jill said. She could detect some regret in Peter's voice however. "I feel like there's something he's not telling me."

Just as she thought it over, she heard a door open nearby, spotting an older man with white hair. "Guests?"

"You must be one of the survivors from Umbrella's Biohazard Countermeasure Service," Jill said. "I ran into your friend Carlos."

"How did a girl like you manage to survive?" the man asked.

"This girl here is a member of S.T.A.R.S." Peter said, getting the man's attention. "And a total badass too."

"S.T.A.R.S.? You mean the RPD's Special Force Team?" the man asked. "Also, who is this boy with the silly tights?"

"I'm Spider-Man," Peter said. "My tights aren't silly. I'm a pro hero. For the most part at least. Still haven't graduated but close enough to be of use."

"Use for now maybe. Truth be told, I did not think any of you so called pro heroes were even alive," the man said, making his way to the back, passing by an injured solider.

"Hey, who is that?" Jill asked, the man paying no mind as he left.

"Big ray of sunshine that guy is," Peter said. "Doesn't help that he has that intimidating Russian Accent. Now that's an accent, not whatever Carlos thinks he has."

Jill checked on the wounded man laying on the cable car seat, blood covering part of his torso as the wound from his side was plainly visible. "This is terrible."

"Uh...they are coming, get ready!" the man said, aiming his hand. "Fire! Fire!"

"Poor guy thinks he's still fighting," Peter said, sympathizing with the poor man.

"You'll be fine, you're safe now," Jill said. "Everything will be okay."

"Jill," Carlos said, getting her attention. "Good you made it, Peter too."

"Your friend looks hurt," Peter said, gesturing to the solider.

"Mikhail got hurt pretty badly I'm afraid, and we don't have the proper medical equipment to help him," Carlos said.

"I might have a First Aid Spray at least, not sure how much it will work," Jill said.

"We tried that, even some herbs," Carlos said. "But I'm not giving up hope on him just yet."

"Carlos!" the other man called. "We have much to discuss still."

"Oh Nicholai, did you meet Jill and Spider-Man?" Carlos asked.

"Yes, I have," Nicholai said.

"That guy freaks me out a bit," Peter said.

"He's fine, but it does look like we're the only survivors," Carlos said. "Sir, Jill and Spider-Man should join us."

"No...they cannot be trusted," Nicholai said, heading toward the end of his car.

"But why?" Carlos asked as he, Peter and Jill followed. "Seargent, our squad is down to you, me and Lieutenant Mikhail. And Mikhail is hurt really bad. If we don't cooperate, we'll die!"

"Fine, then let us review our plan," Nicholai said. "We are going to the Clocktower Area, the designated landing zone for the extraction chopper. Once we get there and give the signal, the chopper will fly in and pull us out."

"That's a lot of ground to cover, we probably won't make it on foot," Carlos said.

"Wait, what about saving people?" Peter asked. "If an escape is all we need, I can get my friends to drive us out of the city."

"If we have allies, they will be in the Clock Tower, unless you wish to abandon them, we stick to my plan," Nicholai said.

"Geez, just making a suggestion," Peter said. "Still, I do plan to rescue as many as I can, including your men."

"It'll happen Spider-Man," Carlos said. "But we still gotta get to that Clock Tower."

"If I can get this cable car working, we should be able to get through," Peter said.

"Yes, that is what I myself was about to say. There's a lot of fire cutting us off, we will need this cable car to get through," Nicholai said. "It can also double as a shield for us."

"That sounds like a good plan," Carlos said, then turned to his two guests. "Jill, Peter, put these on."

"Cool, authentic," Peter said, placing his strap on, Jill doing the same.

"Spider-Man, do you need a gun?" Carlos asked.

Peter denied it, "Thanks but I'm good. I can do this without a gun."

"If you say so," Carlos said. "I'm gona check on Mikhail, you two can start getting the parts we need to fix the car, and I'll join you later."

"Sounds good," Peter said, then noticed a wrench nearby. "That might come in handy." He webbed it over and gestured to the cop beside him. "Let's get to it Jill."

"Right," Jill said, following beside the hero.

They both left the cable car, Peter taking a quick look around. "Alright, so we gotta scour a destroyed city full of monsters and ugly giants for appliances to fix an old cable car in hopes it will get us to some Clocktower while under the order of some jerkass Russian Accent guy. Sounds easy enough."

"Well fortunately for you, I know Raccoon City like the back of my hand," Jill said. "I might know some places we can check for the parts we need."

"Aright, you lead the way," Peter said. "Or actually...you mentioned wanting to leave. I had a way out this whole time and never offered it to you. So if you want-"

"I appreciate it, but I can't just leave you and Carlos now," Jill said. "I'll stick through this for now, and if they really are leaving by helicopter, then I can just join them. If things go bad then I'll just go with you."

"Alright," Peter said.

"Besides, I think those civilians you rescued needed higher priority than me," Jill said. "I was willing to take a risk."

"Well, now that you're teaming with me, know that I am personally not taking any chances," Peter said. "We're all getting out of this city. You, me, Carlos, Mikhail, and that jerkass."

"You really aren't fond of Nicholai," Jill said. "I don't'blame you, he kind of pissed me off a little too."

"Must be that hard Russian culture nature," Peter said. "I know a couple of proud Russians actually. One of them is a mutant called Colossus, another was a martial artist named Zangief."

"I don't know the first one, but I know the second, he's a Street Fighter," Jill said.

"I've had a couple of run ins, like this one guy named Ryu and his buddy Ken," Peter said.

"I've seen them fight once or twice, talented men," Jill said. "I've always been partial to Chun-Li and Guile."

"Good choices," Peter said as the two began walking. "So...any superheroes you like?"

"Well Black Widow is cool, and I would say that Captain America is pretty admirable," Jill said.

"I've met Captain America, he's given me some tips," Peter said. "Iron Man even took me in as a sidekick, helped me learn the ins and outs of being a hero."

"That's good to hear," Jill said. "Have you met Superman?"

"A few times," Peter said. "He's very friendly up close."

"Too bad he's not here, he could probably save people much faster," Jill said.

"I think he's off planet," Peter said. "Or at the very least, dealing with his own problems elsewhere."

"Well maybe we'll get lucky," Jill said. "By the way, have you ever heard of Shinra?"

"I think so, it's a power planet company, why?" Peter asked.

"They seem to be allies with Umbrella," Jill said. "On Arklay Mountain, the night our Team Captain Albert Wesker betrayed us, he was with a former SOLDIER of theirs, a hero from the Wutai War."

"Wutai War? I think I heard of that once," Peter said. "You met a hero from there?"

"A man named Sephiroth, do you know him?" Jill asked.

"I might know of him, this girl I know, Twilight, she might know him more though," Peter said. "She's done research on Wutai before."

"Wonder if Carlos might know anything?" Jill said.

"You can ask him later," Peter reassured. "Come on, we still got a job to do."

"Of course," Jill said, heading off with Peter.

Meanwhile at the edge of town, Applejack is driving back into the city with Remy right beside her.

"Did ah make a wrong turn?" Applejack asked.

"I told you that you should have turned left back there," Remy said.

"Well it's hard to see in the dark, plus I'm almost certain that building wasn't collapsed before," Applejack said.

"This is a pain, try contacting Peter," Remy said.

"Sure, give me a minute," Applejack said. Suddenly a Drain Deimos landed on the car, freaking the two out. "Land Sakes!"

"Get it off!" Remy shouted.

"I'm trying!" Applejack said, using the windshield wipers as the car screeched.

Remy used his staff to poke it off as the car came to a screeching halt, the mutated flea flying off.

Applejack panted for a second, the girl feeling scared for her life "Sweet Celestia...that was close."

Remy turned to the side, facing the woman he was with, "Speaking of Celestia, any chance you can-"

Suddenly zombies began surrounding the car, prompting Applejack to drive off, "Can't talk now, gotta get us the heck out of here!"

"Won't argue that!" Remy said as they drove deeper into the city, and deeper into potential peril.