In the middle of town was nothing but destruction. Zombies roamed the streets as fires were spread out everywhere.

Cars were totaled, buildings demolished and the infected ruled the city.

As a pair of zombies struggled about, they sensed some potential prey. However this prey turned predator when a quick slash of a sword cut the zombies in half, their blood and guts spilling to the ground below.

The sword that cut through them like a hot knife through butter was wielded by a man in black with long silver hair.

Reaching into his pocket, he pulled out a walkie-talkie. "Wesker, no sign of Ada Wong yet."

"Keep searching, I know she survived," Wesker's voice said. "A woman like that would not go down so easily."

A zombie tried to attack from behind, but the skilled swordsman slayed in easily as a sinister smirk etched across his face. "You seem confident in her abilities."

"I only work with the best, as you know all too well, Sephiroth," Wesker said. "Also, if you happen to spot those two Avengers, along with that rookie cop and the woman in red, be sure to slay them. And bring back that little girl if you can."

"Little girl you say?" Sephiroth asked.

"Do you remember William Birkin? It's his daughter, Sherry," Wesker said. "From what I've gathered, her parents met an unfortunate demise, and who better to watch over my dearly departed colleague's daughter, than myself."

"It's your call," Sephiroth said. "I will contact you later."

"Keep me posted," Wesker said.

Sephiroth put the radio away, looking to the distance, "What a rundown town. To think Umbrella could do this damage. Of course that's what humans do, destroy. It never changes. Still, their virus is quite impressive, I should look into it myself."

Meanwhile at the Clock Tower, the injured Jill remained on the table in the Chapel. Peter, Carlos, Remy and Applejack each took turns taking care of and watching over her, using herbs to treat her wounds and keeping her as comfortable as possible.

Time passed, when Peter wasn't with Jill, he was out saving other civilians, spotting several along the way, including an unusual group of a cop, a security guard, a doctor, a plumber, a waitress, a subway worker, a reporter and a college student.

Peter even rescued a young woman who had up until now, thought she was safe with the police chief watching over her, along with a few other cops that needed assistance.

A shelter was made for the survivors to be escorted out to the city later, which the heroes hoped would be soon.

"Two days have passed, I awake to the sound of rain. Somehow...I'm still alive."

Jill struggled in her sleep, getting the attention of two nearby men, both equally worried for her health. "Peter? Carlos?"

"Jill, you're alright," A relieved Peter said, the hero currently unmasked and placing his hand on the woman's head. "Thank God, you had me worried."

"Looks like our roles have been reversed from when you and I met," Carlos said. "Don't worry, we're safe inside a chapel."

Jill checked her injury, a terrible realization coming across her, "I've been infected, haven't I?"

"...It looks like it," Peter said. "That monster got you good."

"Peter...I told you to kill me if that happened! What if I ended up transforming!?" Jill asked, the woman panicking a bit. "What if it happens any second now!?"

"Hey, easy there," Carlos said. "You don't want to aggravate your injuries."

"That's the thing, I don't feel any pain," Jill said. "That bothers me the most. If I don't feel anything, what does that mean!?"

"Jill..." Peter said, getting her attention. "I'm sorry, I know I made you a promise. But...I just couldn't do it. I didn't want to believe you'd be infected, and I didn't want to give up on saving you. This sounds silly since we barely know each other, but I really do care about your safety, and I care about you as a person. I can't leave this city knowing I couldn't save you."

"Same here, you really left an impact on us," Carlos said. "You were right before, I was too quick to give up. But that's all changed. I'm ready to fight, and I'll fight for you."

"Besides, there's still a chance to save you," Peter said. "There's a hospital nearby that seems to be directly owned by Umbrella. There might be some secrets, and a chance to learn about the T-Virus. I bet we can synthesize a vaccine for you."

"Are you sure?" Jill asked.

"If I'm being honest, I can't be sure," Peter said. "All I can promise is that I'll do my best."

"I guess that's all I can ask for," Jill said.

"If there's a chance to save you, we'll take that chance," Carlos said. "Peter and I will take care of you."

"If I turn into a zombie, don't hesitate to kill me," Jill said. "If not you Peter, then you Carlos. One of you, end it."

Carlos glanced at Peter, the boy uncomfortably looking away. "I don't blame Spider-Man for being uncomfortable. I couldn't do it either when it came to Muphy. But truth be told, if Jill did have to go, better that it'd be a friend who cares." Carlos nodded his head, "If it happens, I'll end it myself. But, I'm not going out there with any mindset other than saving you."

The door behind them had opened, the sound of mini explosions going off as Remy was throwing cards at the oncoming zombies while Applejack kept them back with a baseball bat just as the two closed the door.

"Things are getting really crowded out there," Applejack said.

"Looks like we're gonna have to move fast then," Carlos said.

"But what about Jill?" Peter asked. "I'm afraid to leave her here."

"Might be too dangerous," Carlos said. "If you want Spider-Man, you can stay and I'll get the materials to make the vaccine."

"I can't send you, no offense but you don't have any powers," Peter said.

"If he needs backup, Remy and I can go with him," Applejack said, the girl flexing her arm. "Ah may not be as strong as you, but we also know ah ain't some frail little country girl."

"I don't know, I should be out there too," Peter said.

"Peter, you ain't gonna focus well if yer too worried about Jill," Applejack said. "You've been a wreck these last couple of days after all."

"Yeah, you're so worried about this girl it's like you can't function," Remy said. "You two got something going on or something?"

Peter's face turned red, "Huh!? No way! I mean, don't get me wrong, Jill's a very nice looking lady but, she's kind of older than me."

"To be fair, you did once say you like older women," Applejack said.

Peter furrowed his brow in annoyance, paying no mind to Carlos stifling a laugh. "Yes, I do admit that. But Jill is...I don't know how old she is."

"I'm twenty-three," Jill confirmed.

"Hey that's close to mah age," Applejack said.

"Exactly, she's in her twenties and I'm still a teenager" Peter said.

"You ain't a young teenager, you're practically an adult yourself," Remy said.

"Point is, I don't feel romantic attraction to Jill, I just really care about her safety," Peter said.

"Well whatever it is, you're better off staying here and keeping her safe," Remy said. "She seems to trust you and it'd bring her better security than if AJ or I stayed."

"But I need to look at the ingredients if I want to synthesize the vaccine," Peter said.

"Just tell us over the radio what to get," Applejack suggested, pointing to the device. "We got them fixed after all."

"...Alright, but make it quick then," Peter said.

"No problem," Carlos turned to his new allies. "Let's go."

"Call us if anything happens," Applejack said.

"I will," Peter said as the three left. The boy sat beside Jill, moving some hair out of her face. "Can you get back to sleep for a bit?"

"I can try, but honestly, I'm afraid to," Jill said. "I'm afraid that I'll wake up as a zombie."

"It won't happen," Peter said.

"What if it does?" Jill asked, a tear coming to her eye as she hurdled into a fetal position. "I'm sorry, I know I should be strong, but there's only so much I can handle right now."

"Don't be ashamed of your feelings, you're human, you're allowed to be sad, you're allowed to be scared," Peter reassured, the boy rubbing her shoulder. "I'll be with you, Jill. I'm not letting you go through this alone."

"Peter...if I do die, I just want you to know something," Jill glanced up at the boy, a look of admiration in her eyes. "I'm really glad I got to meet you."

"I'm glad I got to meet you too Jill," Peter said. "That's why you're gonna survive. I want to keep getting to know you."

"The feeling's mutual," Jill said. "Thank you."

"Of course," Peter said, turning to the cross over the altar. "God, I don't ask much from you. But you gotta keep this girl alive. Please. You know she doesn't deserve this. I won't act like I'm a perfect Christian, but I hope we can put that aside for now."

Carlos had led Remy and Applejack through the halls of the clocktower, passing through where the spiders had nested until reaching the room Peter and Jill had previously found the bell.

"This might be a quicker route to the hospital," Carlos said, heading through the door. "Let's stick close together."

"We know what to do, got us through a few days of this nightmare," Remy said.

The two went through the backdoor and toward the street leading to the Raccoon City Hospital, spotting a few zombies roaming around.

"How populated was this city?" Remy wondered, throwing his cards.

"I think some reports said it was in the hundred, thousands," Carlos said, firing at some of the zombies. "So of course there's still plenty of zombies, no way we even came close to getting rid of all of them."

"Amazing how fast this virus spread," Applejack said.

"Some reports say there were traces of the virus found in the water supply," Carlos said. "Given that people need water, it's not hard to imagine it spreading to most of the city."

"I just hope this virus ain't airborne too," Remy said, whacking a zombie away.

"I doubt it," Carlos said. "It's only transferred through being attacked by anything contaminated."

"Which is why we make sure we don't get bitten," Applejack said. "By zombie or anything else."

"Just stay close, and we should be fine," Carlos said as they entered the hospital.

Once there they found a large mess. Furniture was everywhere, bodies of doctors and UBCS agents around and walls covered in blood.

"Good God," Carlos said.

Remy used his Bo Staff to carefully poke a body, trying not to gag from the sight. "Damn, dis is brutal."

"Did zombies do this?" Applejack asked.

"Not sure, just stay close," Carlos said, then froze. "Wait, I hear something."

Coming into view was a lone zombie, emerging from a nearby hallway.

"I'll take dat one out," Remy said, readying his staff. Suddenly a creature came along, slicing the zombie's head off in an instant, and startling everyone.

"What in the world!?" Applejack shouted in worry as she clutched her bat.

The creature, known as a Hunter, made a dash toward the trio, with Carlos firing away with his machine gun, quickly killing the monster. "Alright, I got it!"

"Another one's coming!" Remy warned, running to engage. The monster leapt up to do a jump attack but Remy was quick to roll out of the way and whack it a few times with his staff, allowing Carlos to pull out a handgun and shoot the monster once in the head to kill it.

"This town's getting much more dangerous!" Applejack commented. "Let's hurry and get what we gotta get fer Jill, then figure out how to get out of this terrible place."

"Yeah, let's try to move around this place the best we can," Carlos said.

Remy took note of the receptionist desk, "Despite the outbreak, this place looks a bit tidy."

Applejack stepped into the hallway, spotting a mess of dead bodies, "Uh...not that tidy. Looks like a number of these people were killed by those monsters."

Remy of course looked grossed out by how many people were killed. Not wanting to be around too much longer, he quickly started moving his feet. "Let's get going before they spring to life then."

The group checked through a receptionist office, keeping a close eye out for everything. They found themselves in a lounge with more dead bodies, this disgusting the trio as they carefully walked through.

"This is awful..." Applejack said.

Carlos checked on a doctor, "This man's neck looks like it was devoured from the inside out."

"Pardon me!?" A grossed out Applejack asked. "What does that mean? Did something eat him from inside?"

"I did hear rumors about leeches being here," Remy said, grossing Applejack out.

"Dang it Remy!" the woman shouted.

"Seriously, I don't think I want to know what did this, let's just keep going," Carlos said.

While searching, Remy stumbled across something, "I found a tape recorder. Might have something useful on it."

"Well play it," Applejack said.

Remy turned the recorder on, listening to the voice of a male doctor, "There appears to be a fracture in his right arm, just below the elbow."

"...Don't seem interesting," Remy said.

"Bring it here," Carlos said, gesturing to an elevator. "This needs a voice recognition to activate."

"Will it work?" Remy asked, playing the radio. To his surprise, the elevator came up, allowing everyone to board. "Guess it did."

Applejack checked the floor tab, "So...which way should we go?"

"Try the top floor first," Remy suggested. "They usually got important stuff in the top."

"Alright, top floor it is," Applejack said, pressing the 4F button.

The elevator took them up, bringing them to an abandoned part of the hospital. Just the atmosphere started creeping them out a bit as there was nothing but silence and a bit of darkness.

"Did we make the right call?" A nervous Applejack asked. "This place is giving me the heebie jeebies."

"Come on, you've been to The Everfree Forest, you can handle a place like this," Remy insisted.

"Everfree Forest don't have zombies," Applejack said.

"No, it has things that are much more dangerous," Remy said. "Including Timber-Wolves, which you're capable of fighting."

"Ease up on her, can't blame her for being a little scared," Carlos said. "I'm pretty scared myself, not just from the zombies, but running into a creature like we did in the lobby."

"Scared or not, we got work to do," Remy said. "Plus, we all strong enough to handle whatever comes our way."

"Guess yer right," Applejack said, adjusting her hat. "Come on, let's get going."

As they carefully searched around, keeping an eye out for monsters, they heard some gunshots from the other side of a door.

"What was that!?" Carlos asked. "Come on, that might be a survivor!"

Upon bursting through the door of a Data Room, they ran to the back shelves where they came across a very familiar man.

"Nicholai?" Carlos asked. In front of him was Nicholai in front of another UBCS Agent, having just shot the man. "What's going on?"

"You saw what happened?" Nicholai asked.

"Carlos, who is this man?" Applejack asked.

"My team's captain," Carlos explained. "But Jill and Spider-Man said that you died. Where have you been?"

"All you need to know..." Nicholai began, aiming his gun at Carlos. "Is that I am a supervisor!"

Remy was about to whack the man when he noticed the person on the ground pulling a grenade out. "AJ! Carlos! Run!"

Remy led the two away while Nicholai jumped out the window shortly before the grenade went off.

"What in tarnation!?" Applejack asked. "Carlos, what in the hay is going on? Who were those guys?"

"The man with the gray hair is Nicholai Ginovaef," Carlos explained. "Jill and Peter said that they last saw him two days ago at a drug store. He was seemingly killed by a horde of zombies."

"Looks like he tried to kill you, mon ami" Remy said.

"Yeah, I don't know why he would," Carlos said, still registering what looked like his supervisor's betrayal.

"What about that other guy?" Applejack asked, gesturing to where the deceased agent was.

"His name's Tyrell, he was part of Squad A in the Bravo Platoon," Carlos explained. "I don't know why Nicholai shot him though."

"Sounds like you're dealing with a traitor," Remy theorized. "Better watch our backs, dat guy's likely still alive."

"Like those dang zombies weren't enough to deal with," Applejack said.

"Yeah, people are worse," Remy said. "You can predict the behavior of one of them zombies, you can't always predict that of some random folk."

"We'll deal with it when the time comes," Carlos said, spotting a nearby key. "Until then, we still have work to do."

"Right, let's finish searching this floor, then try another," Applejack suggested.

The group searched the floor, using the recently acquired key to enter a Sick Room. They searched through anything they could, including the drawers and cabinets.

"What are the odds we find something in here?" Applejack asked.

"Well if this room is locked, it might have something worth while," Carlos said.

"That don't seem like the strongest possibility to be honest," Applejack said. "Just mah opinion."

Remy took note of a picture on the wall, "Arklay Mountains."

"You say somethin'?" Applejack asked, turning her attention to the Cajun.

"Arklay mountain, it's where them zombies first appeared in this city, dat right?" Remy asked.

"That's what I heard," Carlos said. "That's a nice picture though."

"Sure is," Remy said, pulling it off the wall. "Think it's worth much?"

"Remy, yer supposed to put that life behind you," Applejack scolded. "No more thieving."

"This ain't thieving, not like I'm taking it from someone that's alive," Remy said.

"Just put...wait," Applejack noticed something of interest. "Is that a safe?"

"Huh?" Remy turned to see the object in question, "Oh yeah, it is. Dat's odd."

"Let me see it," Carlos said, examining the safe. "Well, it might have something interesting, but I don't exactly know how to open it."

"Think anything valuable's inside?" Remy asked.

"Probably," Carlos said.

"Allow me then," Remy said, charging one of his cards and throwing it at the safe, damaging it enough to pry it open. "There we go."

"Remy, don't make so much noise, you're gonna attract zombies," Applejack scolded.

"You worry too much," Remy said, pulling the safe open. Inside they found a vaccine base, this confusing the trio.

"What is this supposed to be?" Applejack asked.

"...Wait, ain't we supposed to be contacting Spider-Man by now?" Remy asked.

"Right, he did want to instruct us," Carlos said, grabbing his radio. "Spider-Man, you there?"

As Peter gently stroked Jill's head, hoping to calm her down, he heard the radio going off. Grabbing it, he began to speak, "Hey Carlos, good to hear from you."

"How's Jill?" Carlos asked.

"Hanging in there," Peter said, now caressing her face. "She has a bit of a fever though, any progress on the vaccine?"

"We found some weird blue vial thing," Applejack said. "It says 'Vaccine Base' on the label."

"So there is a potential cure," Peter said. "There may be a lab in the hospital, my guess would be in the basement. In the meantime, look for something called a Vaccine Medium and let me know when you're ready to start synthesizing."

"Is this really gonna work?" Applejack asked. "How are we gonna know what some of this stuff looks like?"

"Might be easier for you to come," Carlos said.

"I know, but I can't leave Jill by herself," Peter said.

"Don't you got superspeed or something?" Remy asked. "But fine, we made it this far, we can keep going."

"Just try your best, and keep me updated," Peter said.

"We will," Applejack said. "Oh, and watch out fer that fellow with the gray hair."

"Huh? You mean Nicholai?" Peter asked. "Didn't he bite the dust?"

"Seems like he didn't, just keep an eye out," Applejack said. "He can't be trusted."

"That much is obvious, alright, I'll do that," Peter said, focusing back on Jill. "Maybe I should...no, I can't leave her. She needs me, and I promised I'd keep her safe. Please Jill, I don't want to lose you, hang in there a little longer!"

Carlos and the others had gone to the third basement of the hospital, though once the elevator doors opened, a large horde of zombies attempted to barge in.

"Land Sakes!" Applejack shouted, whacking some with her bat, though one grabbed it and tried pulling her in, the girl immediately letting go.

"Back off!" Remy shouted, whacking them with his Bo Staff as the three pushed through to the other side.

"Eat this!" Carlos pulled out his machine gun and opened fire, taking out all of the zombies while retreating into a lab room.

Once inside, they heard some hissing, immediately turning to see a pair of hunters.

"Get'em!" Applejack instructed as Carlos opened fire on one and Remy was quick to hit the second with his kinetically charged card. The girl was quick to close the door behind her, ensuring more zombies wouldn't come. "Hoo wee! Them zombies were on us like a heard of cow marching toward fresh grass!"

"And those weird red lizards are as irritating as an infestation in a cupboard," Remy added.

"Wow, talk about country talk," Carlos said.

"Well ah did grow up on a farm," Applejack said. "Sweet Apple Acres, home of the Apple Family and their prized apples. Maybe after we get out of this dang city, ah can treat you to some of our prized Apple Brown Betties. The treat, not mah aunt."

"Your aunt?" Carlos asked.

"Hey whole family is named after different types of apples and treats," Remy said. "It's an Equestrian thing."

"I don't know much about Equestria. The first time I heard about it, I thought it was a fairy tale," Carlos said.

"Ah don't blame ya, it's unusual compared to most countries in this world," Applejack said. "Anyway, enough of that, let's not forget why we came here."

"Of course," Remy said, taking note of a nearby door. "Looks like we got more to explore."

Once they went through the door, the trio found what looked to be a laboratory of sorts, with vials everywhere and some tubes.

"Think this is the lab that Peter mentioned?" Applejack asked.

"Might be," Carlos said. "Hopefully everything else we need is here."

"All we need is the Medium Base, don't we?" Remy asked, looking around. "Where could it be?"

"It should be somewhere...oh my..." Applejack took note of a frog like creature in a tube. "What in the world is that!?"

"Is that a monster?" Carlos asked.

"Don't tell me this place is making monsters fer Umbrella," Applejack said. "Just how corrupt is this town?"

"Better question is, what the hell were they planning to do with these monsters?" Remy said.

"This is bigger than I thought," Carlos said. As he looked around, he found something interesting. The merc quickly grabbed his radio, "Spider-Man, you there?"

"I'm here, Carlos," Peter said.

"I think I found the Vaccine Medium thing, it looks like a white cup with a lid," Carlos said. "I'm also in a lab, seems like they were making a lot of chemicals here."

"I'd say you have what you need, and you're in the right place. A vaccine should be able to be made from there," Peter said. "Now, there should be a synthesizer machine around that will take the base, and make sure it has enough energy."

"I think I found it," Carlos said, walking over to the machine. "It looks like it has buttons and levers."

"See if there's something to hold the medium," Peter said.

"I think I found it," Carlos said, placing the item down. "Ugh, it needs power, hold on."

Carlos turned on the machine, unknowingly draining water from the nearby incubators where the Hunter Gamma monsters were.

"Uh...is that a good thing?" Applejack asked.

"...Stay behind me," Remy said, keeping his staff ready. "Carlos, do what you gotta do, and fast!"

"You got it," Carlos said. "I just hope this is what I need to do."

"You got this Carlos," Peter said. "Now, did you place the Base in?"

"Yeah, it's in," Carlos said, making sure of it. "What do I do now?"

"Tell me what you see," Peter said.

"I see some valves with letters and Roman Numerals," Carlos explained. "And two bar meters."

"I think I know what to do there, try to get the bars to even up halfway," Peter said. "I can't see what you're doing from here, so I am gonna have to trust you to figure out the proper combination. Just see what each valve can do and deduce how it operates using mathematics."

"I'll do my best," Carlos said, then turned to Remy and Applejack. "Unless one of you is better with math than I am."

"Can't say I'm a genius," Remy said.

"Mah brother's better with math since he handles our family's finances," Applejack said.

"You got this Carlos," Peter encouraged. "Do it for Jill."

"Right, I will," Carlos said, doing his best to work around the machines. It took a while, but he managed to get what he needed for the vaccine.

All the while, Remy was still ready for a fight, also keeping an eye out just in case some zombies showed up. In time Carlos had finished the synthesis process, taking the Vaccine Medium out.

"This should work," Carlos said. "Spider-Man, we're coming back with both samples, you can finish mixing them yourself since you're better with this stuff."

"You got it," Peter said.

"Just give us-" Carlos's message was cut short when the Hunter Gammas burst out of their incubators, immediately lunging after Carlos.

"Watch out!" Applejack grabbed her lasso and wrapped around the Hunter's mouth, trying to keep it trapped. The other went to attack her but Remy was quick to grab a staff and whack it in the face.

He picked up a nearby cart, charged it up and threw it at the Hunter Gamma, instantly killing it with the explosion as Carlos gunned down the one Applejack had bound.

"Let's run!" Applejack said, the group exiting before more monsters showed up.

They made their way back to the elevator, avoiding any remaining zombies and arrived back in the first floor of the hospital.

"Finally," Remy said in relief. Upon the elevator door opening, they spotted more Hunters waiting. "Oh come on!"

The Hunters lunged, the three rolling out the way and opting to run rather than fight. They ran through and made it back to the lobby of the hospital.

"Let's leave before we run into any more surprises," Applejack said.

"Uh, you mean like that bomb?" Remy asked, gesturing to a nearby C-4.

"Wait, bomb!?" Carlos shouted in disbelief. "It's a time bomb!"

"Lots of them!" Applejack said, pointing to the others. "They're counting down!"

"Run!" Carlos ordered, everyone bolting as the timer went down from ten seconds. The group put some distance outside before the entire hospital exploded, taking out the entire block as everyone rolled out of the way and hid somewhere to avoid the impact.

Once it was all said and done, Carlos had looked back to see the rubble where the hospital once stood, the man wiping some sweat off his head. "That was close."

"Tell me about it," Applejack said, the girl's heart racing. "Feels like we're in one of them action movies."

"I'd rather watch from behind the screen than deal with that up close," Carlos said. "Such is the nature of my job."

"Who could have put those bombs there?" Applejack asked.

"Who else? That traitor Nicholai," Remy said.

Applejack huffed in anger, "That varmint, really wanted us dead. At least those monsters are gone too, hopefully none of them escaped."

"Let's not stick around to find out," Carlos said. "Come on."

Once the trio made their way back into the Clocktower, they immediately heard some rumbling, dust shaking in the ceiling.

"What in the world?" Applejack asked, the girl clutching against Remy.

"It'll be fine," Remy reassured. "Come on, Jill's waiting."

The trio cautiously made their way through the Clock Tower, the occasional thumping causing a bit of anxiety within them. They could tell something threatening was around, but none of them knew where it would come from, this whole thing keeping them on edge as they carefully navigated through their environment.

They arrived in the lobby, getting closer to the Chapel where they left Jill, when the thumping got louder, and felt closer. Applejack picked up a nearby pipe while Carlos aimed his machine gun and Remy held his staff and cards.

Seconds later, Nemesis burst through the wall, this time bigger, much more battle scarred and with tenacles growing out of his body.

"That monster's still alive!?" Applejack shouted.

"But, we killed that thing!" Remy said. "Spidey and Jill finished him off, he's been gone for days, how is he still alive!?"

"RAWR!" Nemesis looked ready for a fight, and focused his attention on the trio before him.

"Just run!" Carlos ordered, opening fire to cover them as they ran toward the chapel.

"Wait! We can't lead this thing near Jill!" Applejack pointed out.

"I'll get rid of it!" Remy grabbed his staff and ran to engage Nemesis in combat. "Bring it on!"

Nemesis whacked Remy out of the way and charged toward Carlos and Applejack, both dodging. They both noticed however that Nemesis wasn't pursuing either of them.

"S.T.A.R.S." Nemesis grumbled, making his way toward the chapel.

"He's going after Jill!" Carlos quickly radioed Peter. "Spider-Man! You there!?"

"Carlos? I heard an explosion, what happened!?" Peter asked.

"Never mind that! That monster's still alive!" Carlos said.

"Monster?" Peter's eyes widened in worry as his Spider-Sense began ringing loudly in his head. "No..."

"S.T.A.R.S.!" Came Nemesis's voice, louder this time.

Peter looked back at Jill, the woman was still out of it. Just seeing her in this condition reminded the hero of the other night, when Jill got infected. Rage built up in Peter, the last thing he wanted was to see a friend getting hurt, and this time he vowed now to let the girl down again.

"I won't let him harm you!" Peter said, stepping through the door and spotting the monster up ahead, sinisterly marching toward the hero. "Wow, didn't think you could get any uglier than you were. Also, tentacles? Can you be any creepier?"

"S.T.A.R.S." Nemesis said.

"Yeah, stars, as in when I'm gone with you, you're gonna be seeing stars, and unfortunately for you, I don't mean Jill," Peter said.

Nemesis wrapped his tentacles around Peter, the boy immediately breaking free and running over to punch the monster in the stomach, keeling it over and punching him across the face, sending him flying out the nearby broken window.

"That all you got!? You don't have anything on us! I'm not letting you hurt any of my friends you monster!" Peter shouted, angrily marching out toward the monster and throwing another punch to send it flying, the beast crashing through some buildings. "Come on, I thought you had more fight than that!"

"Peter!" Applejack called, getting his attention. "Sounds like you already handed that monster."

"Yeah, I gave him a piece of my mind," Peter said, glancing back. "I doubt it's dead but first thing's first, I gotta save Jill. I'll kill it later."

"Don't you have a code though?" Applejack asked.

"Monsters like that don't count," Peter said. "Where's the stuff?"

"I got it," Carlos said, handing it over. "I got you a needle too."

"I'll go keep an eye out just in case that monster shows up again," Remy said.

"I'll be by yer side," Applejack said.

"No, it's too dangerous, just stay near Carlos while Spidey saves Jill," Remy said.

"But..." Applejack didn't want to argue. "Fine, just be careful."

Peter quickly mixed the samples together to create the vaccine, applying it to Jill right afterwards through an injection in her arm. "That should do it...I just hope it wasn't too late."

Carlos peeked into the room while Jill started to recover. The girl went through some pain as the vaccine spread through her body, suppressing the effects of the T-Virus.

"Ow..." Jill held her head in pain.

"Jill!?" Peter asked, hope and panic conflicting in his mind. "Jill!?"

"P...Peter?" Jill focused on the boy beside her, a look of hopefulness on his face. "Oh, Peter..."

"Jill, are you feeling okay!?" Peter asked.

"Yeah...I feel great," Jill said, sitting up. "I actually feel something, a little pain but that's good, it means I'm still human."

"Oh thank God!" Peter said, bringing the woman into a strong hug. "I thought I lost you for a second!"

"Uh...that's great..." Jill nervously said, feeling very uncomfortable. "Peter, I appreciate your happiness...but can you please let go? You're kind of-"

"Crap, I'm sorry!" Peter said, pulling away while awkwardly rubbing his head. "I guess I got too excited."

"It's fine, more proof that I'm alive," Jill said, standing up. "I'm sorry for worrying you."

"Hey why are you apologizing? I couldn't keep you safe," Peter said. "This is my fault, you never should have gotten infected."

"It's not your fault, don't say that," Jill insisted. "Look, I don't wan to blame anyone right now, I'm alive and that's all that matters."

"Yeah, it is," Carlos said, getting Jill's attention. "Glad you're doing okay."

"Carlos, it's good to see you," Jill said.

"Carlos saved your life, he went and got the vaccine for you," Peter said.

"Hey don't give me all the credit, you helped me through it as well," Carlos said. "It helps that Gambit and Applejack were by my side."

"I owe all of you for this, thank you," Jill said.

"You would have done the same for us, don't worry about it," Carlos said. "Bad news though, that monster is still alive."

"What? But we killed it!" Jill said in disbelief. The woman clenched her fist in anger. "Ugh...these creatures never stay dead!"

"Even more trouble, Nicholai is alive," Carlos said.

"Wait, but I thought he was dead!?" Jill said. "Also, how is that bad news?"

"He tried to kill us!" Carlos said. "I saw him shoot down a fellow UBCS Agent, then turned his gun against me, Gambit and Applejack."

"Sure did," Applejack said, the girl leaning by the door. "That man is hiding something."

"...I knew I shouldn't have trusted him," Peter lamented. "I'm usually better at reading people, I should have figured something was screwy. I'm sorry I wasn't much use there either."

"He fooled all of us, Spider-Man, this isn't your fault," Carlos insisted.

"You don't need to take blame for something you had no control over," Jill said.

"Pfft, just getting to know Peter are ya?" Applejack asked.

"AJ..." Peter scolded.

"Look, talk later, we need to go," Carlos said. "We gotta book it out of this city."

"I think I can get us out, problem is the other survivors we found," Peter said.

"Where are they?" Jill asked.

"I made a base out of a nearby apartment building, with some surviving police officers watching over the hostages, including the Mayor's Daughter," Peter explained.

"She's alive?" Jill asked.

"Barely, turns out your old boss, Chief Irons is a total creep," Peter said. "I had to rescue her and a few others from his decent into madness. I think he was in cahoots with Umbrella, and tried to make sure no one found out."

"Bastard, figures he was in on all this," Jill said.

"Well he might be dead, I went by the police station yesterday and found his body, along with some other guy," Peter said. "Something really gnarly happened."

"Ah think one of the survivors mentioned seeing a pair on their way to the police station too," Applejack said. "Some cop and a girl in red, but then some truck crashed into their car. Not sure if they made it."

"Well, Hawkeye and Black Widow are in town I think, I hope they're alive," Peter said. "Anyone else who was at the station was probably rescued by them."

"Alright, so we just need to find a way out of town then," Jill said.

"There might be a way," Carlos said. "Listen, I gotta go and see if there's a way out, I'll meet up with you later."

"Wait, don't just leave!" Peter said. "That monster is still alive!"

"I can handle it," Carlos said, making his leave. "We'll meet up again!"

"But..." Peter grumbled in annoyance, "We really gotta stick together though."

"...I'm gonna go find Nicholai," Jill said.

"Uh, no you're not," Peter said. "Like I said, that monster is still alive. Unless you want to run into that Nemesis of yours-"

"I'll be fine," Jill insisted.

"Jill, you already got infected, I'm not letting you get hurt!" Peter shouted.

"Peter, I appreciate your concern, but this is something I have to do," Jill said. "I can't just sit by and do nothing."

"Ugh, why are girls so damn stubborn?" Peter wondered.

"Hey, girl here, kind of offended," Applejack said. "Look, ah know yer worried but Jill's a capable girl."

"She got hurt! She might get hurt again!" Peter said. "Jill, just let me find that guy."

"I'm done resting, I need to take action," Jill said. "Don't you understand that?"

"I do understand, but I...I just want to protect you," Peter said. "I want to protect everyone, I don't want anyone else dying because I wasn't capable of protecting them!"

"Peter..." Jill wanted to protest, though she also understood why Peter was worried. She did almost die, and she can tell it was hard on Peter. Just as she was thinking things over, Remy was thrown into the room, crashing into the piano.

"Gambit!" Peter shouted in worry as Nemesis emerged from the fire.

"S.T.A.R.S.!" Nemesis shouted, focusing on Jill.

"You just don't know when to quit, do you!?" Jill shouted in annoyance, grabbing her grenade launcher and blasting the monster in the face.

"Just take a hike already!" Peter shouted, running in to punch the monster through his chest. That did little to affect it as it grabbed Peter by the neck and started lifting him in the air.

"I got ya, Spidey!" Applejack said, running over and bashing the monster in the head with her pipe.

Nemesis threw Peter aside and kicked Applejack back, knocking her to the ground. He then whacked Jill to the ground, intent to finish what he started.

"I don't think so!" Remy grabbed pieces of the broken piano and used his kinetic powers to turn them into makeshift grenades, flinging them at Nemesis and distracting the monster long enough for Peter to punch it through some buildings.

"That thing's freaking relentless!" Peter said.

"Clearly it's not safe here, so I might as well get moving," Jill said.

"...Fine, but I'm staying by your side!" Peter said. "Gambit, Applejack, go check on the survivors, stay close to them."

"You got it, Peter," Applejack said. "Let's go, Remy."

"Yeah, sure," Remy said, holding his back in pain. "Really hate that monster."

As the two left, Peter turned to Jill, gesturing her away. "Come on then."

"I'm taking the lead," Jill said, walking ahead.

"Sure, where to?" Peter asked.

"Let's check by the Raccoon City Park," Jill said. "It should be near the hospital. This way."

The two made their way back through the Clock Tower, currently free of any zombies, passing through the webbed hallway and the room with the giant bell. They went out the backdoor and immediately took notice of the destruction nearby.

"Whoa...this must have been the explosion I heard," Peter said.

"The hospital's gone...wonder if this had to do with that monster?" Jill said.

"Or Nicholai," Peter said.

"Right...come on," Jill said, leading Peter toward the park.

The two went through the main gate, Peter's senses warning him of some danger, "Watch out!"

What looked like a giant worm leapt at the two, Jill grabbing her knife and slicing through it. More worms began to approach, Peter quick to stomp on all of them, with Jill still using her knife on a couple.

"This is getting really gross," Peter said.

"We'll be fine, let's go," Jill said.

Jill led Peter toward a fountain area, from what they could see, the place was under construction.

"Doesn't look like there's an easy way through," Jill said. "We'll have to find another way."

Peter leapt on top of a fence, searching the distance, "I can see a cabin...looks like someone just went inside."

"Can you see who?" Jill asked.

"I saw green, might be a UBCS Agent," Peter said.

"Alright, let's maneuver around," Jill said. "There might be a way-"

"I have a better idea," Peter said.

"What are you...ah!" Jill was taken by surprise when Peter lifted her into his arms, carrying her bridal style. "P-Peter, what are you-"

"Listen, we can waste time looking for a route or we take a leap of faith, literally," Peter said.

"This feels unorthodox!" Jill said.

"Well I'm a pretty unorthodox kind of guy," Peter said. "Hang on tight."

"But Peter, AH!" Peter leapt up toward the cabin, landing in the front door with ease. Jill hung on tightly, not wanting to look down as she and Peter were in the air. Fortunately it didn't last long as Peter landed in front of the cabin.

"There, much easier than walking," Peter said.

"Yes...much easier..." Jill said, still feeling her heart beating. "Mind putting me down now?"

"Uh, right," Peter said, setting Jill back on her feet.

"Well, at least you got us there in one piece," Jill said. "Still, that wasn't too bad."

"So can we try swinging around now? Makes it easier to avoid the zombies," Peter said. "I know you have your pride but-"

Suddenly a zombie burst out of nowhere, startling the two as Jill shot it in the face.

"Cheese and Crackers!" Peter shouted. "Let's go before more of these things rise out of hell!"

"Yeah, let's hurry," Jill said, the two entering the cabin.

So far, there wasn't anything inside, besides some gardening tools and what not.

"Are you sure you saw someone come in here?" Jill asked.

"Positive," Peter said. "I doubt it was a zombie too, unless this one's smarter."

Jill looked around the room, spotting the fireplace. "Could use a fire right now, it's getting a bit chilly." She then felt a draft, the woman bent down in front of it. "Wait a minute."

"What's wrong?" Peter asked.

"These bricks look weird," Jill said. "Like if they were hastily placed together."

Peter bent down, whacking the bricks and making them tumble over. "There's a secret passage."

Peter went in first with Jill following, the two ending up in what looked to be a secret room.

"I don't think this is part of the cabin," Jill said.

"Same...this looks a bit suspicious," Peter said, spotting some computers. "What could this be about?"

"I don't know..." Jill noticed a paper on the table. Picking it up she began to read it. "Supervisor's note. The contaminated Guina Pigs have incredible mobility, they can survive shots to vital areas and go days without treating it. But after prolonged exposure, their intelligence reduces to that of insects."

"Must be talking about the zombies," Peter said. "That or something more."

"Says here that reviving the dead is considered grotesque, but they can use it to their advantage," Jill said. "They would inject POWs, send them back into their units just as they turn into zombies."

"That's...holy crap that's sneaky!" Peter said. "Risky too, what if another outbreak occurs because of that!? Is this what Umbrella was planning?"

"Seems like it, and there's more," Jill continued. "The virus caused the mutation of plants and animals...that we already know."

"How bad are the plant ones exactly?" Peter asked.

"Bad, really bad," Jill said. "Says here there was an alligator infected, it turned giant and to stay away from the sewers."

"Alligators in the sewers, more than a myth," Peter said. "I've encountered a mutated Lizard though, bit more intelligence than these zombies at least, but more dangerous."

"Sounds exciting," Jill sarcastically commented and continued. "I don't want to know what creature spawned that Monster. I encountered Nemesis. If I didn't know about it, I would have been contaminated and turned into a zombie. It is walking around the street and continuing its mission. S.T.A.R.S. must be tough to survive this long, but they cannot last forever."

"S.T.A.R.S.? So wait, you mean that monster, the one I called your Nemesis," Peter said.

"Yes, seems like you were on the money with that one," Jill said.

"I'd say great minds think alike, but I don't want to be compared to Umbrella," Peter said. "Still, who wrote this?"

"I'm not sure," Jill said.

"That would be me," came the voice of Nicholai, the man entering the room.

"Where'd you come from!?" Peter shouted.

"So, you are alive after all," Jill said.

"I must say, I am impressed you're both still alive," Nicholai continued.

"And you seem to be doing a good job of looking out for yourself," Jill said.

"And offing your friends in the process," Peter said. "Aside from Carlos. He told me what you did to one of your agents."

"That is just business," Nicholai said.

"Right, business, in the end we're all just pawns for you to sacrifice to your true King," Jill said.

"I suppose you can call yourselves pawns," Nicholai said. "Our employers wanted a detailed analysis of the zombies that were created by the T-Virus."

"You can't mean that Umbrella intentionally sent several soldiers to their deaths, can't you!?" Jill asked.

"Not exactly, while the conditions were extreme, the entire platoon getting wiped out was an unexpected outcome," Nicholai admitted. "We were only required to obtain live data from the subjects."

"You can't be serious, how scummy can you people get?" Peter marched over to Nicholai as the man aimed his gun. "You think that's gonna do anything to me? I'm stronger than any monster you've seen so far!"

Suddenly there was an Earthquake, shaking the entire cabin. "Another mutant!"

"What mutant?" Peter asked, when suddenly a worm destroyed the roof of the cabin. Nicholai used this as a chance to escape, leaving Peter and Jill behind to face the monster.

"Is that the worm from before!?" Jill asked.

The monster leapt down to attack, but Peter hit a powerful uppercut to knock it away. He jumped up and webbed down for a kick to its face.

Jill ran outside and blasted the monster with her grenade launcher as Peter delivered some powerful blows, then latched a web to slam spin and slam it down.

"Not so tough, are ya!?" Peter taunted.

Jill continued opening fire with her grenade launcher, damaging the monster more and weakening it for Peter to land one final punch, knocking it yards away and splattering on the ground.

"Stay dead this time!" Peter shouted, landing seconds later. "That was such a gross splattering sound."

Jill looked relieved, but realized a troubling situation, "Where's Nicholai!?"

"Looks like he got away, come on," Peter said, placing his arm around Jill and swinging away, much to the woman's protest.

"A little warning please!?" Jill said as Peter landed.

"Sorry," Peter said, taking a look around. "Not a lot to swing off of."

"That's fine, we just need to leave the park," Jill said. "I know where the exit is, follow me."

She led Peter down some stairs toward a walkway surrounded by water, and some statues to decorate. The place was also crawling with zombies, to which Jill grabbed her gun and shot each of them.

"Despite the circumstance, this place looks kind of nice," Peter said.

"Yeah, it was a good place to visit," Jill said. "Watch your step."

"Don't worry, I'm good with water," Peter said.

"Yes, but you don't want to risk running into aquatic life that may have been infected," Jill said. "When I was up in the Arklay Mountains, Chris and I found an underground aquatic lab with infected sharks."

"Sharks?" Peter asked.

"Yeah, one of them was huge, likely the mother," Jill said. "Chris and I dubbed them as Neptune, after the Roman God of Water."

"Can't believe you went against infected sharks, that's just scary," Peter said.

"It was, imagine being in a large room surrounded by knee high water, and a large tank underneath," Jill said. "Knowing that monster could get you at any point, that was definitely a scary feeling. Even Quake, a S.H.I.E.L.D. agent who was with us, was a bit afraid. Her abilities weren't too useful there. A friend of ours named Richard nearly died in there too. Quake saved him, but barely."

"Right...alright let's hurry through here," Peter said, urging Jill along.

"Sorry, am I scaring you?" Jill asked.

"No way, superheroes don't get so easily scared," Peter said. "I just want you to be safe, that's all."

Jill giggled a bit, she found Peter's reaction very adorable, "Alright, thank you for being my hero Spider-Man."

"R-right, of course," A slightly nervous Peter said.

As they walked, a pair of Hunter Gammas leapt out of the water, landing in front of the two.

"Seriously!?" Jill asked.

"Wow, you called it with the aquatic life," Peter said as one leapt into attack. Peter punched it in half while Jill gunned the other down with her magnum.

A few more seemed to be emerging from the water, much to Peter's worry.

"Come on," Peter said, pulling Jill's hand and leading her away.

"Wow, you seem very dedicated to being a hero, it's so admirable given your age," Jill said. "But it also seems to stress you out, a lot even. It's good to be attentive as a hero but you don't want to take it too far. Your well-being matters too."

"I'll worry about my well-being once everyone's safe," Peter said.

"But how can you keep everyone safe if you're not taking care of yourself?" Jill asked.

"I'm fine, I can heal from some bruises," Peter said.

"I mean mentally," Jill said.

"That doesn't matter, all that matters is not letting people die," Peter said as they went continued along the pat. "That is a hero's mindset, you do what you have to do to save others, even if you gotta sacrifice yourself."

"Okay, I'm sorry but, I don't like this mindset of yours," Jill said. "I get that heroes are self-sacrificing but you make it seem like you are duty bound to do so. I hope you're not being brainwashed into thinking you're an expandable pawn."

"No one's brainwashing me I know my worth," Peter said. "If I can't save a life, then who am I?"

Jill was amazed by this answer, the girl frantically shaking her head, "Peter, you're worrying me a bit. So if I was about to die, you would sacrifice yourself without second thought?"

"I guess if I had to, I want to keep you safe," Peter said.

"I...I mean...I don't even..." Jill rubbed her temples in frustration. "Peter..."

"You're a cop, you understand that being a hero means doing whatever you can to do the right thing," Peter said.

"Peter, I understand that sometimes we have to make that sacrifice but you seem way too willing and ready," Jill said. "I don't like that you think your only worth is keeping someone else alive."

"Better than letting people die, I can't do that again," Peter said.

"Again?" Jill asked.

Peter shook it off, "I said too much. Don't worry about it."

"...Peter, you should know something," Jill began. "I respect that you want to protect me but, if you died tonight...it would hurt. I've grown really fond of you, and I don't want you throwing your life away to keep me safe. However you'll feel if I died, I would feel the same, if not worse if you died."

Peter started to feel a bit guilty, "This is what I get for being so wrapped up in my own worries."

While walking, Jill came across a dead UBCS Agent. "Oh no..."

Peter took note of the agent as well, the boy visibly uncomfortable, "Another dead agent. Only, I don't think this one was killed by one of those monsters."

"Yeah, looks like he's been shot," Jill said. "Doesn't look zombified either. I'm gonna guess Nicholai had to do with it."

"He's holding something," Peter said, picking it up and reading it aloud. "Let's see...Obtain samples and record combat data of UBCS Agents...Destroy evidence, including the medical facility." He placed the paper down a second. "That might explain what happened to the hospital."

"Most likely, what else does it say?" Jill asked.

Peter continued reading, "Check the Guinea Pig's ability to accomplish the mission, don't help anyone that's not a supervisor, then it says...to evacuate the area."

"This is getting fishy," Jill said. "We need to-"

Peter's Spider Sense went off, "Monster!"

Jill spotted a pair of Hunters, grabbing her shotgun and blasting the two. A third tried sneaking up on them but Peter punched it hard enough to destroy the upper body.

"Ugh, what the hell were these things!?" Peter asked.

"They look like Hunters, but they're red and not green," Jill said.

"Hunters? You've seen them before?" Peter asked.

"We spotted them for the first time in the Arklay Mountain region," Jill explained. "Looks like a few got loose in the city.

"This is getting dangerous, let's hurry and move!" Peter said.

The two ran ahead, coming across a locked gate.

"Gonna be hard to get through without a key," Jill said. "We should-"

Peter punched the door down, turning his attention to Jill, "I don't think we have time to look for keys by this point, we need to press forward."

"Yeah, of course," Jill said, the two passing by the gate and running up the stairs. What they didn't know was that by this point, their actions were being observed by the nearby Sephiroth, who had spotted them earlier.

"That must be Jill Valentine, I haven't seen her since the underground lab at the Spencer Mansion," the man said. "Who is that hero she's with though? Is he with S.H.I.E.L.D, or is he a local pro?"

He went to follow but found himself surrounded by hunters who were ready to strike. More appeared behind him, including Hunter Gammas.

"How irritating," Sephiroth said, using his sword to cut through his enemies.

As both Peter and Jill ran up the stairs, they came across a bridge leading to a large and deserted factory.

"What is that place?" Peter asked.

"I'm not sure, I've never been there before," Jill said as she crossed the bridge. "Come on, and be careful."

"I'm not worried about a bridge," Peter said, then suddenly found himself dodging some tentacles. "Oh crap..."

"No!" Jill said, hoping to get across the bridge. However she and Peter were blocked by Nemesis, the creature staring down at both of them.

"Not you again!" Peter shouted, delivering a punch to the monster's face. It retaliated by knocking Peter off the bridge.

"Peter! No!" Jill said, backing away from Nemesis. Unfortunately there was no section behind her to walk on. "Should I push him off or-?"

Nemesis went to attack, Jill leaping off the bridge, fortunately being caught by Peter.

"I got you," Peter said. "Come on!"

The two ran toward a tunnel, though as they passed through, some zombies began to rise out of the water.

"Dammit!" Jill aimed her handgun but before she could fire, they were already gunned down by a friend.

"Rescuing you is becoming a full time job, think I can apply to become a pro hero?" Came the playful tone of Carlos.

"Thanks, I appreciate it," Jill said.

"Glad you're alright," Peter said. "We ran into Nicholai, dude was just as much of a creep as you said he is."

"Yeah, he is," Carlos said. "Bad news though..."

"Again with the bad news, don't you have anything positive to say?" Peter asked.

"I wish I did, but truth is, they're launching a missile to destroy the city as soon as day breaks," Carlos said.

"I'm sorry, they're gonna WHAT!?" Peter shouted in disbelief.

"But...dawn's not too far away!" Jill said.

"I know, we don't have a lot of time," Carlos said. "Let's split up and find a way out."

"Wait, where's Gambit and Applejack?" Peter asked.

"With some survivors, I think I can get a helicopter, and use it to escape the city," Carlos said.

"That would be awesome," Peter said.

"I'll let Gambit and Applejack know," Carlos said.

"Sounds good, we'll meet up with you later," Peter said, turning to the cop beside him. "Lead the way Jill."

"Right," Jill said, going one way with Peter while Carlos went the other.

The two passed through a door, heading toward a room where a pair of Drain Deimos showed up.

"Not these things again!" Jill lamented.

Peter stopped one from grabbing him as Jill shot the other. Truth be told, while Peter could overpower the monster, seeing its ugly face close-up nearly made him gag.

"Damn you're ugly, sorry to tell you but to bugs like you!" Peter aggressively slammed it against a wall. "Spiders are the superior...Oh God..." Seeing the blood was not pleasant. "This is worse than squashing a mosquito. Oh I freaking hate Umbrella, I hate them so much."

Jill gently rubbed his back, "We're almost out of this. Come on."

"Right behind you," Peter said, running along the pathway toward an elevator.

This dropped the two in a control room where a few zombies roamed. Quickly exterminating them, they both began checking out the facility, curiosity brimming in their minds.

"So, you're not sure what this place is?" Peter asked.

"No, I'm afraid not," Jill said, spotting something. "Wait, I found a map."

"Cool, that should help us get through this weird place," Peter said. "Come on."

They continued through a nearby door, making their way down a hall.

As they turned a corner, Peter's Spider-Sense went off and he immediately pulled Jill back as gunfire went off.

"Whoa! We're still human here!" Peter called.

"Not for much longer," Nicholai's voice said, the man going through a doorway closed by an iron shutter.

"Nicholai!?" Jill asked.

"Hey!" Peter ran to the shutter as he began punching it. "Come out here and try that again you asshole!"

"Peter!" Jill called. "Ignore him, we need to keep going."

"But...ugh, whatever," Peter said as he reluctantly went with Jill.

"I know you're mad, I am too. But you don't want to attack someone in anger," Jill said. "You're better than that."

"What if he runs into Carlos?" Peter asked.

"Carlos has Gambit and Applejack to protect him, I trust them," Jill said. "Right now, we need to focus on finding an exit. Besides he knows you're strong, and probably plotted for it. He might lead you into a trap if you're not careful."

"Ever the wise one, Jill," Peter said.

They continued through the main entrance to the factory, keeping a close eye out for any more danger.

"I'm still confused as to what this place it," Peter said, heading through a door. Emerging was a group of skinless zombies, each of them trying to surround Peter. "Crap! Back off!"

Peter webbed them away, Jill coming in to shoot a few. "Freaking gross."

"Tell me about it!" Peter said, relieved this was over, using a desk to prop himself up. "Huh? What's this?" He saw a note that mentioned the purpose of this facility. "Bio-Manipulation? That's what this place is for?"

"Probably another one of Umbrella's Facilities then," Jill said.

"That explains the zombies, or rather these types of zombies. We should probably run before we run into more trouble," Peter said.

The two continued on until they came across a room with an elevator. However as they checked it out, it seemed to be out of power, much to their annoyance.

"Guess we're not going this way," Peter said. "What now?"

Jill looked around the room, finding what looked like a safety system control panel, "Maybe this will unlock it?"

Upon trying it, something seemed to activate, but it wasn't the elevator. Peter scratched his head in confusion, "What's going on?"

"Whatever turned on wasn't here," Jill said, gesturing away. "I think we need to double back to that control room."

"Great, now is not the time to backtrack," Peter lamented as the two doubled back to the control room.

Once there, they spotted a glowing panel on a door. Figuring this was the new door to go through, they came across a large steam room.

"Wow it's hot in here," Jill said.

"I imagine, I'm good when it comes to heat, but for a person like you, it can get hot," Peter said.

"Either you're heat resistant or you have a built in Air Conditioner in that suit," Jill said.

"I prefer a built-in heater for the winter months," Peter said, then came across a studio-sized refrigerator, one that seemed to have been clawed out from the inside. "I do not want to know what came out of this thing."

"Can't be worse than Nemesis," Jill said. "Then again, I didn't think there could be anything worse than Wesker's Tyrant."

"How many strange creatures have you fought?" Peter asked.

"Too many," Jill said.

She recalled the time she, Chis and Daisy found themselves trapped in a library, going against the giant snake Yawn. It was defeated thanks to the efforts of Richard Aiken, who came back for revenge against the creature that poisoned him.

She then recalled her battle with Plant 42, how it had her and Chris in a bind as Daisy tried to free them. Fortunately Barry Burton came in for the save using a flamethrower to kill the mutated plant.

She also recalls when they were trapped by the mother Neptune Shark, Chris knocking a shot-circuited computer into the water to electrocute the beast.

She also recalled the mutated Lisa that would follow her, Chris and Daisy around, the one that was the result of Albert Wesker's twisted experiments. She hadn't seen her since but she imagines she died when the mansion exploded.

Of course it all culminated when Chris Redfield, using a Rocket Launcher, destroyed Wesker's Tyrant and they all escaped the mansion just in time.

Jill snapped out of it all, focusing back on Peter. "Between that giant snake, that plant, that girl and even that shark, things just weren't easy for us. Then there's our colleague Rebecca, who went against a giant leech monster."

Months prior of course, Rebecca Chambers did defeat the monster that was the fusion of James Marcus and The Queen Leech. As Rebecca exposed it to sunlight, Billy Coen finished it off with a magnum shot.

"Hey, Queenie! Feast on this!"

Jill was grateful she didn't have to deal with the leech, but considering everything else that happened, it likely didn't matter.

"So...what have you gone against?" Jill asked.

"Well, there was The Lizard, Doctor Octopus, Rhino, Mysterio, Shocker, Electro," Peter listed. "Gee that's not even counting the stuff I did with my friends. Oh, just last year some alien attached itself to my body and turned me into a jerk, that was a pain."

"Ooh, sorry to hear that," Jill said.

"It's fine, I got rid of it," Peter said. "Then it latched onto a guy named Eddie and called itself Venom, so I guess things aren't that great for me, but they could be worse, I guess."

"Sounds like you've had a number of adventures," Jill said.

"Too many," Peter said. "And many more to come."

"Well let's try to keep moving forward," Jill said, entering a room that looked like a sealed chamber. "Wonder what this is?"

"Looks like a garbage disposal room," Peter said.

Suddenly the door locked behind them, a voice coming on the intercom, "Proceeding with operation number thirteen. Please evacuate immediately."

"Hey!" Peter shouted in annoyance. "Lucky for us, I have super strength so-"

A tentacle suddenly wrapped around Peter as he was flung against a pipe. Jill was terrified upon seeing Nemesis emerging from the top of the garbage pile, as she dodged out of the way of his attacks.

Her first instinct was to check on Peter, "Are you alright!?"

"Watch out!" Peter pushed Jill aside as Nemesis whacked a pipe, acid spewing on not only the monster, but Peter too, the boy reacting in pain.

"Peter!" Jill shouted in worry.

Peter was quick to tear off his mask and part of his suit, "I'm fine, I've been hit with Scorpion's acid, this is tame compared to that. Still stings but that's just what acid does, nothing personal."

"RAWR!" Nemesis had reacted in pain, losing two of his tentacles, but he was still undeterred.

"So, still wanna fight!?" Peter asked. "Alright, bring it!"

Nemesis tried to whack Jill with his tentacles but she ducked and pumped some shotgun blasts into the monster as Peter punched him against a wall.

"I'm about to end this now, big guy!" Peter shouted, unloading his punches against the monster. "Sick and tired of you following us around! Trying to hurt Jill! I'm not letting you do that!"

Nemesis whacked Peter away and then wrapped his tentacle around Jill's neck, trying his hardest to crush her. Jill used her knife to free herself but took a punch that knocked her against a wall.

"Jill!" Peter tackled Nemesis against the pipes again, punching harder and harder. "Still want some more!? Think you're anything against us!?"

Nemesis broke free and slammed Peter's face against the pipes, the acid burning the hero's eyes as he stumbled in pain.

"Shit! Son of a bitch!" Peter was too distracted by the pain to sense Nemesis coming as the monster knocked him over, then used his tentacle to wrap around Peter's leg and slammed him against some walls, as well as the door, breaking it apart and giving the heroes a clear exit.

Jill didn't want to take that exit, not yet. She was done with this monster, "Hey! Asshole!" Jill stood up, aiming her gun. "I'm done running, come and get me!"

"S.T.A.R.S.!" Nemesis ran to punch Jill but she dodged out the way and pulled out a machine gun to open fire.

"DIIIIE!" Jill shouted, letting her anger take over. All the frustration she's felt finally at it's tipping point. Right now she just wanted this monster to fall.

Peter stood up, seeing Jill backing up and opening fire. Despite the stinging in his now burning red eyes, he was undeterred, using his webbing to hit the acid pipe next to Nemesis, stinging the monster a bit. "Your turn!"

Upon seeing her opening," Jill shoved Nemesis into the other pipe and fired again, hitting the pipe and dropping even more acid on the monster as its left arm melted off his body.

"S.T.A.R.S.!" Nemesis shouted, trying to resist the pain. "S.T.A.R.S.!"

He charged again, but Jill continued to fire away, knocking him back against the acid, melting and weakening him more.

By the end of it, Jill pulled out her shotgun and fired once more at the creatures head, completely destroying it, blood spurting out as it's dead body finally hit the floor.

Peter stumbled back upon seeing the destruction, his stomach turning a bit while still adjusting to the pain he felt. He was relieved the monster was dead, but it was such a messy demise.

Jill herself in relief, the monster was done. She was a bit overwhelmed by the ordeal, but she had to push that side. Jill had no time to celebrate, she needed to leave and fast. She went to grab Peter, and by luck found a key card and dragged both out of the Garbage Disposal. While the remains of Nemesis slid into a piqued pool below.

Jill was relieved. The monster was dead, and she could focus on survival. She was worried about Peter however, as the boy took some damage. "Peter...are you alright?"

"I'm fine..." Peter said, still feeling a bit freaked out. "I'll be..."

Peter threw up a little, Jill patting his back, reassuring the boy. "It's alright, I'm here for you." She kept patting his back. "I've been here too, how you're feeling now is how I felt in the Mansion."

"Sorry...I should be used to this, I've seen some terrible things before," Peter said, wiping his mouth. "Maybe it was the smell too. I'll be fine."

"It's alright if you're not," Jill said. "Peter, you're an amazing boy, but you're only human. Stop feeling like you need to be strong all the time. Even the greatest of men show vulnerability once in a while."

"I know...but, I just want to better, like he was," Peter said.

"He?" Jill asked.

"My uncle..." Peter said. "Uncle Ben was a great man. I have to follow his example, be the man he wanted me to be. It's the only way I can make it up to him, the only way I can make up for allowing him to die."

"Peter..." For the first time tonight, Jill felt some tears coming to her eyes. It wasn't fear that did this to Jill, nor the loss of a friend, but the sympathy she felt toward a boy who more than anything wanted to be a man.

"I'm sorry," Peter said, wiping some tears of his own. "I shouldn't be upset; I need to be-"

Jill pulled Peter into a hug, trying to reassure this hero, "Stop apologizing. Don't apologize for being human. You're not the only one who's made a mistake. We all made mistakes. I know it hurts when you feel like you could have saved someone, but you can't let that hurt stop you from trying to be better. Please, stop putting this pressure on yourself."

"I...I don't know..." Peter said, returning the hug.

"Peter..." Jill rubbed his head, wanting nothing more than to comfort such a distressed young man.

This was unfortunately interrupted when an alarm went off, "Missile Attack Confirmed. All personal evacuate immediately."

Despite her feelings, Jill placed them aside and stood up, holding her hand out. "Peter...we're almost out of here. Let's finish this."

Wiping the tears away, Peter nodded his head as he took Jill's hand to prop himself up. "Let's do it."

The final part of their escape was at hand, it was a race against the clock, and they intended to win.