Italicized: Flashbacks

(_): Thoughts

Bold: Monster

POV: Oswell Spencer | August 19th, 1996

NE-001 sat within its stasis pod, sitting quietly as it looked forward. It was in a room with four other individuals. Dr. Oswell Spencer, Dr. Julian Tango, Lieutenant HUNK, and Derek. The Captain and Derek were standing within many motion sensors, sparring with one another while their move sets, fighting styles, and reactions were all recorded into NE-001's memories. "Activate my log, Julian," Spencer spoke, leaning to the side in his wheelchair as he examined NE-001 with a smile. Julian nodded, tapping a small tablet off to the side. A small electric hum rang through the room, and Spencer started. "August 19th, 1996. Conditioning has gone perfectly in the short span since my last log. The subject retains fifty-six times the information as our top B.O.W's and has a reaction time 3.42% faster than our best soldier. With the subject's abilities being identified by himself as 'magic', we will begin to integrate those skill sets into his arsenal,"

"Sir...is that wise? That much power cannot be good," Tango pointed out.

"I am aware, Julian. But imagine...the perfect assassin. Can appear anywhere, and kill anyone. The subject has already shown his aptitude for teleportation as well as brutal 'curses'. It is evident that with enough training and knowledge, our subject can kill anyone, destroy anything, and Umbrella will be invisible. Unable to be traced due to his skills. Imagine what we have now...tripled without the lawsuits, the accusations. We could rule the world one day Julian...all with the help of him," Spencer replied, his gaze softening as Potter's blue eyes flicked over HUNK and Derek. Having had enough, Spencer pushed the button on the side of his wheelchair, the pod doors opening as HUNK and Derek came to a stop.

Potter stepped out, falling to the ground before getting to his feet. "Ready to comply, "

"I wish for you to spar with Lieutenant HUNK. Do not kill or seriously injure him," Spencer ordered. Potter nodded, moving into the ring as Derek stepped away. HUNK growled, holding up his fists as Potter did the same. After the two exchanged a bow, HUNK threw the first punch. Potter easily grabbed his fist, twisting it before kicking at HUNK's legs, sending the Lieutenant to the ground as Potter stepped on the man's neck. "Flawless," Spencer told Julian. "His skill and power allowed him to drop the Lieutenant in a mere five seconds. Imagine what he can do with even more conditioning and even more power,"

Julian nodded, though he seemed unnerved and uncertain while he continued to take notes. Spencer's eyes narrowed as he examined his colleague. He knew what Julian was up to, and it wouldn't take long to discover what was truly going on.

POV: NE-001 | September 28th, 1998

NE-001 marched through the streets of Racoon City, with three objectives in place. 'Objective #1: Ensure the survival of Raccoon City'. 'Objective #2: Eliminate NEMESIS and any rogue Tyrants'. 'Objective #3: Neutralize the T-Virius'. The bioweapons systems were shorting out regularly, and it had gone back to its default appearance. 6' 0". Black hair fell down to the shoulders, emerald green eyes, and a small scar on its right cheek. Its eyes were going from emerald green to bright blue, flickering back and forth as its systems and objectives changed over and over. It was malfunctioning. (Report for reconditioning?) No...no...it needed to finish its objective before returning to base.

Base? Base. The name 'Hogwarts' appeared in its mind. It knew no such place. It was not located in any Umbrella database, and it had no meaning besides a flower. Why it believed a flower was its home, it had no idea. It needed to...to...'Objective: Defeat all bioweapons and ensure the protection of the city'. Its eyes flickered blue. Objective: Assist all bioweapons and ensure the destruction of the city. They returned to emerald, returning to the first objective. That continued for some time as NE-001 stepped past a horde of bioweapons, all of which ignored the weapon as it stepped into a clearing within the rubble and debris.

"S.T.A.R.S!" NE-001 perked up at this, its eyes turning sharply toward the voice. Nemesis. It was coming from the museum...no...the Police Station. The clock tower above the station was covered in rubble and fire, and in the midst of the rubble were five individuals. Nemesis. STARS operative Jill Valentine. UBCS personnel Carlos Oliveira, Mikhail Viktor, and Tyrell Patrick. The latter two lay against the wall injured, while Ms. Valentine and Mr. Oliveira were facing Nemesis. The Nemesis-T Type stood at the peak of the tower, a rocket launcher in hand while the four humans stood/lay below, aiming their weapons up at the creature. Nemesis dropped down onto the lower levels directly in front of Valentine and Oliveira, who both opened fire on it. Seeing that it would be needed to protect them as citizens of Racoon City, NE-001 jumped off into the sky.

POV: Jill Valentine

Jill Valentine moved through the Racoon City Police Department with extreme caution, her G19 pistol drawn as she dispatched a nearby zombie lying on the staircase. Her job was this. Clear the police department, and ensure that the others down in the subway can get to the department and the clocktower across the street. She had cleared the first and second floors and was almost finished with the third. Once she was done, she would radio Carlos, who would lead the party through the city and to the department. If all went well, they could get the sixteen individuals packed in the subway into the helicopter. The Chinook could hold 55 passengers, meaning that there would be extra room for any others they might find on the way back to the station.

She made her way up the stairs, blowing the head off of another few zombies using several rounds. Jill stepped through the door leading to the balcony, taking in the night air as she moved around the corpses lying at her feet. It was a bloodbath. It seemed that someone had already been up here, and had taken out an entire army of zombies so she didn't have to. Excellent. It gave her a straight shot to the clock tower, where the helicopter would be landing on the roof from the other side. She moved closer to said balcony, searching the sky for any sight of Nemesis, the other bioweapon, or any zombies that might want to eat her throat. Once she was sure she was safe for now, Jill unclipped her radio from her belt and radioed Carlos. "Carlos, the station's clear for now. The path to the clocktower is clear,"

"Copy that, Jill. We're beginning the escort as we speak," Carlos replied over the radio. Jill nodded, smiling. At least one thing was going right on this shitty night. Having done her part of the rescue and having received strict orders not to leave the roof in case it got overrun again, Jill took a seat at a nearby - half-broken - bench. Her back was killing her, she had cuts and bruises all over her body, and her clothes were covered in dust, dried blood, wet blood, and zombie goo. She pulled a spare handkerchief from one of her pouches, before slowly rubbing the goo off of her skin, trying to ensure that if the infection was within the goo that it wouldn't get into her blood. The cuts weren't deep enough for that, but she wanted to make sure.

Once she was done cleaning herself off, Jill's mind began to wander. She knew that Nemesis had been sent to shut S.T.A.R.S up, seeing that she and Chris had obtained indisputable evidence that Umbrella was involved in the 'Cannibal Murders' as well as the Mansion Incident. She also knew that the infection had spread through the sewers and water, infecting thousands in hours. But the one question that kept bugging her...who was the other B.O.W? He seemed like he was fighting his programming, or perhaps it was merely a ruse. A ploy for the bioweapon to join them? Earn their trust and then give her up to Nemesis like a deer in headlights. She needed to keep her eyes open. After all of this, Jill didn't know where to draw the line of reality. Her trust was wearing thin, and her trigger finger was getting itchier with every asshole zombie or bioweapon that tried to kill her.

"Jill! Come in!" Carlos called out over the radio.

Jill sighed, reaching down as she answered. "What is it?"

"We've gotten inside and are making our way up to the clock tower. Is the roof still clear?"

"It's still clear, Carlos. I'm all alone," Jill replied. As soon as the words escaped her mouth, a roar spread through the air as a large creature slammed into the top of the clock tower. Nemesis. The creature let out a roar even louder than the last one, producing a "S.T.A.R.S.!" Jill dodged a tendril, rolling behind cover while clinging to her radio. "Nope. Scratch that, I am not alone!" Jill yelled into the radio, before clipping it to her belt. She pulled out her pistol, firing a shot into Nemesis, who growled at the hit. She fired again, over and over and over. No affect.

After the fifteenth shot, Nemesis peered up into the sky, watching a dark green crate drop from the sky before it slammed down at his feet. With a release of steam, the lid popped off, revealing...a rocket launcher. It was huge, capable of carrying at least ten rockets, and it seemed he had more in a special pouch on his back. How would she fight a giant bioweapon with a rocket launcher? Nemesis bent down, gripping the launcher in his massive hand before aiming it at Jill's position. A green line narrowed in on her position before turning orange. Then red.

Jill was saved from the rocket launcher as Carlos, Mikhail, and Tyrell all stormed through the doors. Mikhail and Tyrell were only armed with pistols, leading Jill to believe they had given their rifles and shotguns to the civilians to protect themselves in the building. The four of them all aimed up toward the clock tower, letting loose shells, bullets, and even a few grenades. It seemed to put a dent in Nemesis, but he pushed back, shooting tendrils out of his hands. His right tendril went through Mikhail's stomach, blood pouring from the wound. It spun around behind the man before stabbing Tyrell in the shoulder. The tendril retracted into Nemesis' hand as the two men both fell to the ground in pain. Jill and Carlos ducked and rolled away from the left tendril. The two released another wave of ammunition into the creature, who once more shouted. "S.T.A.R.S!".

"We need to end this before the helicopter gets here!" Carlos yelled over the gunfire, to which Jill nodded. She could see the front lights coming from the helicopter drawing closer. It was only a matter of time before it would arrive. "NEMESIS!" Jill remembered that roar. It was the green-eyed bioweapon. She couldn't see him, but given the intensity of the roar, he was close.

"Jill, watch out!" Jill spun toward Nemesis at Carlos' words and found that a rocket was heading straight for her, and she had no time to run. Closing her eyes in preparation for the worst, Jill felt an intense heat spread over her skin. But she wasn't burning and she wasn't dead. Opening her eyes, she looked up and saw it. The green-eyed bioweapon was standing directly in front of her, peering down at her from over 9 feet tall. His back was on fire, and it seemed that his skin was...pulsing? Orange bubbles were forming beneath its exposed skin, like the eyes on some B.O.W's.

He nodded toward her before spinning around, a gun materializing from thin air as he began to fire it at Nemesis. Nemesis himself seemed shocked, but quickly regained control of himself as he launched another rocket, this time at Carlos. Only this rocket was snatched by a tendril, which came from the green-eyed man instead of Nemesis. He sent it back to Nemesis, who grabbed it and released it carelessly to the left. It slammed into the rear of the helicopter, sending it spiraling out of control. "NO!" Jill and Carlos screamed at once, watching as the helicopter crashed into the clock tower in an explosion that sent Nemesis flying back.

Carlos turned his gun on the green-eyed man, opening fire as his ammo slammed into the man's face. Blood poured from the wounds, but he seemed unaffected as he healed quickly. He turned on Carlos, shooting a tendril from his palm as Carlos' assault rifle was sent flying. "No, stop!" Jill shouted, raising her own pistol. The bioweapon abruptly stopped, sitting there rigid as its eyes glowed blue.

"Awaiting orders, handler," The bioweapon spoke, still looking over Carlos.

"I...handler?" Carlos questioned.

"New Handler Designation. Jill Valentine," The bioweapon replied.

"Me?"

"Affirmative. Awaiting orders," The green-eyed man spoke.

Jill asked, unsure, turned to Carlos. The man shrugged in equal confusion. "I...can you find us a way out of the city?"

"Affirmative. Choose means of travel,"

"What choices do I have?" Jill asked as Carlos picked up his rifle, rushing towards Mikhail and Tyrell to ensure they were alright. The bioweapon seemed to be thinking for a moment, before speaking. "There seem to be 492 forms of travel available at this moment for evacuation. There are 72 usable vehicles in the vicinity of our location, with another 95 workable vehicles present within the city. Contact with governmental authorities remains an option. Two workable train systems lie beneath the city. One is the subway system, and the second is an emergency train system located within the Umbrella Facility beneath the city. Would you like for me to find more available forms of transportation?"

"No...no...what is the quickest way to the subway?" Jill asked.

"A single subway entrance lies seven blocks from our current location. However, the power seems to be out within all facilities, and all backup generators are non-functional. Power must be restored before the subway can be utilized," The man replied.

"Great. Just great," Jill spoke with a sigh. The subway was their best chance out of here. "Is there any chance that you can reroute the power from here? Or find a way for me to reroute power?"

"Unfortunately I am unable to remotely reactivate the city's facilities. However, I may escort you to the locations necessary for the objective,"

"Ok. Is there any way you can help them?" Jill motioned toward Carlos, Mikhail, and Tyrell. The man nodded, waving his hand toward the three. Tyrell's shoulder suddenly healed in front of their eyes, while Mikhail's wounded abdomen healed as well. They all turned to the green-eyed man, who merely stood there, his eyes glowing blue. "The first step to complete the objective is the Power Substation. Once power has been reactivated, the next stop will be the Racoon City Central Station. Would you like to leave now?"

"We can't just leave them here," Jill pointed out.

"Very well," The bioweapon held out his hand, an orb of purple energy building up in his palm that he threw down at the ground. The orb suddenly expanded, surrounding the entire police station. Jill peered around in wonder, trying to think of how this was possible. Magical healing? Purple orbs of energy? What was Umbrella experimenting with here? "The entirety of the premises is protected, ensuring that your...colleagues, will remain safe from harm. All bioweapons within the radius have been obliterated. Would you like anything else?"

"Um...got any ammo that I can use? I'm running low," Carlos spoke, pulling out the magazine in his rifle. The bioweapon remained still, looking down at Jill as she turned towards Carlos, who was looking up at the man with a frown. "Come on man, I'm going to need some ammo if we're making a run for the station,"

"Hey...do you have any ammo for us?" Jill asked. The bioweapon responded by grabbing Carlos' rifle before suddenly letting go. He did the same to Jill's pistol, before becoming unresponsive once more. Jill and Carlos exchanged a brief glance of confusion before Jill pointed her pistol at the wall. She unloaded a whole clip into the cement but was surprised when she went past 33 bullets. It was as if the clip was bottomless. With this infinite ammo thing, she could breeze past almost anything as long as it wasn't Nemesis. "Can you do this for my other guns?" The bioweapon nodded, giving limitless ammo to her backup pistol that she kept within her ankle holster.

"Can you do the same for Carlos?" The man nodded once more at Jill's request, giving infinite ammo to all of Carlos' weapons. After a moment, the man turned back to Jill and placed his hand on her head. Like Nemesis had done after she had emerged from the sewer. Only he didn't grab her, only resting his hand there. With the turn of his heel, Jill felt a pull on her navel, her entire body being squeezed through what felt like a toilet as she suddenly slammed into the ground. Her breathing increased as she felt something build up in her stomach. She threw up the previous night's dinner, her hands and knees planted on the ground as a headache set. "God...that was terrible," Jill spoke, coughing as the vomit below her suddenly vanished. She looked up and noticed that the man was watching her. He had decreased in size to 6' 0", his hair had grown down to his shoulders, and his scar had moved cheeks.

"Apparition. A form of travel I alone am capable of using," He spoke.

Jill frowned, coughing once more as the headache disappeared. After a moment, Jill got to her feet and pulled out her pistol. They moved through the back alley leading to the substation. Jill moved with caution while the weapon seemed calm and collected. As if he was in his element. It made sense given what he was, but it unnerved Jill that he was so calm. That and the way he jerked for his gun at the sight of her, as if to kill her, made her nervous. It was as if he was fighting the urge to shoot her every second they stood together. And the way his eyes changed colors, shifting from pale blue to emerald green, unsettled her. She didn't know what it meant, but she assumed it had to do with his Umbrella conditioning and the implants on his head.

If he turned back to the weapon he was supposed to be, could she handle him? She didn't have the faintest idea how to kill Nemesis, and this bioweapon seemed ten times more powerful than him. After all, this guy could teleport, shoot guns, fire tendrils from his palms, had super strength, and had a number of abilities in its blood that Jill probably had never heard of. If it turned back to Umbrella, she and the other survivors would be goners. Dead before they could even move a muscle to retaliate. Shaking her head, Jill tried not to think about it. Instead, she peered toward her new friend. "What's your name?"

"Designation: NE-001." The bioweapon replied.

Jill frowned. "You don't have a normal name? Like David or James?"

"Unknown. James will suffice," James answered, stepping up to a door leading into the Subway Power Substation. Jill shook her head, her arms extending while James slid open the door. Inside, they were met with over a dozen zombies. Thirteen to be exact. Jill placed four shots into the skulls of three nearby zombies, though she was saved from the trouble of continuing thanks to James. The man snapped his fingers, resulting in the heads of the remaining nine zombies suddenly falling off of their shoulders. As if a single blade had sliced through them all. They collapsed onto the ground, leaving the substation entrance clear.

The two stepped through the entryway, moving into the maintenance room where they discovered three zombies. James quickly dispatched them with ease, allowing Jill to examine the contents of the room. Here, she found a bag of red herbs, some gunpowder, and more ammo for her pistol. Given the nature of her limitless magazine, she abandoned the ammo for the sake of more storage in her pack. She took a moment to mix together the red and green herbs she had in her pack, having experienced firsthand the medicinal benefits of them when combined. If only she had a blue herb. They entered the control room, which appeared completely powerless.

She did happen to find an extra hip pouch, which allowed her to store different trinkets she had found. James examined Jill for a moment, something that made her feel slightly uncomfortable. Her fingers twitched as she prepared to draw her pistol. But James didn't move to attack. Instead, he motioned to her belt, which featured several pouches. "Do you have insufficient space?" Jill frowned, peering down at the pouches. While the pack on her back had enough room for some large items, the pouches on her belt only offered enough room to carry some small items, such as grenades, ammo, first aid spray, and some herbs. She didn't have much room for anything else.

"I guess?" Jill answered, unsure of what he could do.

James reached down, grabbing hold of Jill's belt. He undid it, pulling it from her waist while examining it thoroughly. After a moment, he wrapped his arms around Jill and reattached the belt. "You will find that your pouches now have extended interiors. Place any item that fits within both the pouches or your backpack, and retrieve them by thinking about what you need,"

Raising an eyebrow in disbelief, Jill reached into one of her pouches, expecting to feel the smooth interior and the seam at the bottom. But the reached past the bottom seen from the outside, and continued reaching till she could no longer extend her arm down. Jill let out a small laugh in surprise. This worked? (First Aid Spray) A bottle suddenly appeared in her hand, which she then removed from the pouch. Grinning from ear to ear, Jill uncapped the bottle and spray the contents over her minor scrapes and bruises. She found relief in the cool breeze that swept over her as the medicine did its job. "This is...unbelievable. How did you do that?"

"Magic," James said simply, stepping away to open the door leading out of the control room. He turned back to her. "Remain here. I will deal with the generators as well as the infected within this facility. I will return when the power has been restored," And with that, James disappeared in a swirl of black. Jill let out a sigh of relief. She took a moment to sit down. The floor wasn't entirely comfortable, but it was at least something. She had been on the run all morning, having little time to breath or think about the things that had happened. She was relieved that there was someone else capable enough to get the power back on. It seemed selfish, but she wanted a break.

She needed to contact Barry Burton and Rebecca Chambers, the only two remaining S.T.A.R.S operatives besides herself and Chris Redfield still alive. If Umbrella was desperate enough to kill them to send something like Nemesis, then it was safe to say that Barry and Rebecca wouldn't be safe for as long as Umbrella remained operational. Jill thought of Chris. Last she'd heard, he was still somewhere deep in Europe, investigating several Umbrella operations taking place in France and Austria. He was lucky to have missed all of this.

Jill's attention shifted to the control panel, which hummed with life as the lights flicked on. Shooting to her feet, Jill rushed to the console, overjoyed that James had returned the power. It had been quick too. Far quicker than she could have done it. With a swirl of black mist, James was back at her side. His ripped uniform was covered in blood and slime, though none of it appeared to be from him. She was even more thankful now that he had gone down there instead of her. Without hesitation, Jill switched on the power to the Subway, watching from the onboard monitoring system as the subway drew power from the substation. Step one complete.

"Now the subway control room. We need to set the destination to outside the city. We don't wanna trap ourselves in another part of this place," explained Jill, who groaned internally as James gently grabbed her arm. She already hated this new form of travel, Apparation, and didn't want to do it often. With another swirl of black, they appeared at the entrance to the Subway Office, which overlooked the subways route and controls. They stood in a confined U hallway, with one corner leading to the street outside while the other corner led to an office. Ahead of them was the subway office. Two bodies lay on the floor, unmoving and seemingly dead. James didn't seem to take any chances. Raising his leg, he dropped his boot onto both of their skulls, killing them...again.

Jill grabbed a hand grenade and a fire hose lying on the ground in the hallway, storing both in her now bottomless pack. The two stepped around the corner, walking into the side office before entering the subway control room. Here, they found a spacious room that contained a storage box, several closed lockers, a desk with a memo lying on it, and a gun rack. The rack was locked up, though Jill could see the M3 Shotgun hanging there clear as day. Given she only had two pistols, Jill deemed something like a shotgun a must-have in this situation. Especially with the close-quarter combat she was bound to partake in within the next couple of hours.

As if he had read her mind, James waved his hand. The lock to the gun rack disintegrated, with the storage box and lockers popping open to reveal valuables. "Thanks," Jill said with a smile. She removed the M3 Shotgun from the rack, loading it with the rounds on the table along with the ones she had found scattered over the city. "You think you can help me with this one too?" Jill asked James, who examined the shotgun.

"Of course," He replied, grabbing the shotgun by the barrel. He frowned. "This shotgun will be inadequate in its current condition. Would you like me to modify it for enhanced use?"

"Umm...yeah. Sure," said Jill. James nodded. He twirled the shotgun by the barrel, and Jill watched with amazement as it transformed before her eyes. The stock on the rear was modified with extra cushioning alongside an extended barrel and muzzle attachment to reduce recoil. A flashlight/laser attachment sat below the barrel, while a modified scope sat on the top of the weapon. Peering down at her waist, she found the same was true for her G19 pistol. The magazine was reduced back to its standard size, though a red dot sight and a moderator were now attached to the barrel. "Thanks," she said again, throwing the shotgun over her shoulders. She tightened the strap and turned back to the door. "Ready?"

James gave her a firm nod before moving for the door. He threw it open, allowing Jill to follow as they entered the control room. Before her was a control panel with many different switches, each controlling the subway routes visible on the wall in front of her. Examining the route map taped to the control panel, Jill discovered the correct path quite easily. RE-01. FA-02. RA-03. SA-02. And FO-02. The console let out a hum of power as the subway route was finalized. James appeared at her side. "Congratulations, Ms. Valentine, you -"

"Jill. You can call me Jill," Jill interrupted. James smiled, something Jill hadn't seen in the man before now. But he soon frowned, his eyes shifting from green to blue once more. Then they shifted to a yellow hue, one Jill hadn't seen in him before. Now worried, she reached out to him, placing her hand on his shoulder. The man flinched, but he didn't move from her hand. "James? Are you ok?"

POV: James

James frowned. Its objectives began shifting and changing every few seconds, which was causing a migraine to form in its head. Reaching up, James grabbed the implants situated on either side of its head. The right implant was connected to the frontal, parietal, and temporal lobes. It pulled the implant out, feeling the wiring get pulled from its brain. It then gripped the left implant, which was connected directly to its occipital lobe, cerebellum, and brain stem. The moment the left implant was out, James collapsed to the floor, its vision fading as Jill knelt down beside it.

POV: Oswell Spencer

Doctor Oswell Spencer sat in his private laboratory in the depths of his home. He was watching the monitor in front of him closely, trying to gauge what it was he was going to do. NE-001 was malfunctioning beyond reasonable thought. It wasn't merely rogue, but its objectives and set handlers were changing every few minutes. One minute his objective was to save Racoon City and his handler was Jill Valentine, and the next minute his objective was to ensure that Racoon City was destroyed and that his handler was Spencer himself. It would have been Captain HUNK, but he and Alpha Team had been unresponsive for the past three days. In the span of a week, everything for Umbrella had gone to shit, and NE-001 was the only thing between its success and downfall.