Title: Fading Away

Author: Malenkaya

Rating: R

Summary: (RE movie fanfic) A continuation of the movie, featuring old and new characters, new settings, and new conflict. In a zombie infested Raccoon City, how can Alice, Matt, and Rain survive?

Disclaimer: I do not own Resident Evil or its characters.

Feedback: Would be very much appreciated; this is my first Resident Evil fanfiction. Flames are fine, so long as they're explanatory.

Author's Notes: Firstly, there will be other characters in this story- I just didn't want to give it all away in the summary. Secondly, this chapter is somewhat boring, honestly. It's basically the ending of the movie in writing, with three short new scenes, as well as a deleted scene, that basically show three things that have changed: A, Rain is still alive. B, Zombie J.D and Spence are still alive, and C, Matt was given the anti-virus in the end.

~ = italics

Fading Away

Prologue

"You require the four digit access code."

The Red Queen's voice echoed dully in the still room, the bright light from the video monitor falling upon and illuminating the three forsaken adults who stood in the murky water.

"I can give you the code, but first you must do something for me."

Alice lifted her head, asking dejectedly, "What do you want?"

Her red dress and blond hair soaked through, expression weary, her blue eyes were dark with worry.

"One of your group is infected."

All eyes turned to Rain, who sat atop the short metal stairs, grasping the rails of the staircase tightly in one fist. She ignored them, her focus on the Red Queen.

"I require her life for the code."

"The anti-virus is right there on the platform," Alice argued, her words ending in a shout. "It's right there!"

"I'm sorry," the Red Queen continued impassionedly, "But it's a risk I can not take."

A brief, sardonic smile crossed Rain's face briefly as her grip tightened instinctively on the axe she held in her left hand.

A tense silence filled the room, broken by Rain, who said shortly, "She's right. There's no other way."

She threw the axe to Alice, who caught it, looking stunned. Sliding to the ground onto her knees, her neck exposed, Rain continued, "You're gonna have to kill me."

Alice stared at her. "No."

"Otherwise, we all die down here." Rain said, her expression stubborn yet resolute.

There was a sharp blur of movement, followed by a heavy thud as the Licker slammed into the windowed door directly adjacent to the room.

Rain jumped back immediately, Alice and Matt moving forward to catch her before she could fall again. They stared in disbelieving apprehension at the monster as it pulled back, giving them a good look at its magnitude.

The Red Queen spoke, her voice distant, "The glass is reinforced, but it won't hold forever."

Another heavy thud resounded through the room as the Licker crashed into the window again.

Broken out of her stupor, Rain pulled away, falling to her knees in the cold water, both Matt and Alice making no move to stop her. "Do it."

"No." Alice responded immediately. "Get up."

"Just do it."

"Rain, please get up." Alice repeated, her voice pleading.

"Do it!" Rain shouted.

"You don't have long to decide," The Red Queen informed them, her words punctuated by the resounding thud as the Licker slammed into the glass again.

"You have no choice," Rain said emphatically, her voice controlled.

Alice turned to Matt, asking desperately, "Get her up please."

Matt leaned forward, his hands on Rain's arms. "Rain, get up."

She shook him off easily. "Get off me."

"Kill her now. You don't have any choice."

"Just do it now!" Rain shouted again.

"I can't do it!" Alice yelled in return.

"Please," Rain said pleadingly. "Just do it."

The Licker slammed into the glass again, thin spider-webbed cracks beginning to spread across the thick plexi-glass, and Rain shouted urgently, "Now!"

The word carried on, mixing with Alice's own shout of frustration and the Red Queen's aristocratic voice, as Alice lifted the axe, swinging it down forcefully, Matt standing by, watching helplessly—

And the Red Queen's voice was cut off suddenly as Alice embedded the axe into the computer screen.

She yanked it out, sparks flying.

A dull hum filled the room, ending in a slight thump as the lights flickered and died.

Pale blue emergency lights flickered on one by one, bathing the scene in eerie spotlight. Rain lifted her head, and all three looked, almost automatically, to the window in the door.

The Licker was gone.

Cracks in the glass and a slight dent were all that existed of his earlier presence.

A sudden sound echoed in the room, and they spun, watching as the exit door slowly began to open, Alice lifting the axe cautiously.

And the door slowly opened to reveal—

"Kap?" Alice asked incredulously, letting the axe drop harmlessly to her side.

He smiled. "Bitch wouldn't open the door," he explained. "So I had to fry her."

The Licker announced it's presence with a shuddering crash as the glass cracked even further.

Alice raised the axe again, brandishing it before her. "Move," she said shortly.

Kaplan held the door, standing out of the way as Matt carried Rain out of the room, Alice following behind, her gaze still on the Licker.

She darted through the doorway, just as the glass gave way and the Licker came crashing into the room in a storm of broken glass. It ran for the door immediately, and Kaplan slammed it closed, locking it.

"What the fuck was that?" he shouted in shock, staring at the door, already beginning to dent as the Licker slammed into it.

His reply came by way of Alice, who shouted in return, "It's a long story!"

Dropping the portable computer console he'd used to gain access into the room, Kaplan turned and followed Rain, Matt, and Alice as they ran down the hall.

They ran through a maze of glassed in corridors, Alice leading the way, before coming to the heavy stone staircase they'd entered the Hive through. Alice ran down the steps, taking them two at a time, the axe still in her hand, and Matt followed behind, half carrying Rain. Kaplan completed the small train of people, leaning heavily on the stone banister as the four descended quickly.

They reached the landing, Alice hurrying on ahead. Matt stopped to lift Rain into his arms before they continued, following Alice.

Ahead of them, Alice stopped.

Spence was lying in front of them, propped up against the ending train coupler.

He had been horribly disfigured by the multitude of bloody lacerations stretching across his face and body- his thighs ended in bloody tatters of legs, stretched out before him, and a gleaming pool of blood surrounded him, extending to and stretching up the nearest pillar.

Matt glanced at Alice, concerned, but she ignored him. "Start it up."

Kaplan pulled himself onto the train without question, his face pale, heading presumably for the control station.

Matt followed, carrying Rain, who continued to stare, transfixed, at Spence's corpse. He almost missed Alice's last words, as she said softly-

"I'll get the virus."

She walked forward, reaching hesitatingly for the anti-virus case on the coupler, directly behind Spence's bloody head.

She pressed the silver button on the top lightly, and the top closed quickly, the box locking with a series of abrupt clicks.

Taking a deep breath, she reached forward and grabbed the anti-virus case by its handle, wanting to grab it and get the hell out of there before Spence woke up.

~ And before Rain dies. Or Kaplan. ~

She stole a glance at Spence before lifting it.

He hadn't moved, was still dead- for now.

Giving a short sigh of relief, she lifted the case, pulling it off the coupler—

And Spence gave an inhuman wail, surging forward.

Startled, she jumped back in reaction, dropping the anti-virus case, which crashed to the floor a few feet away.

She lifted the axe again, brandishing it before her, waiting for Spence to stand as she edged away from him.

But he continued to slide along the floor, in his own river of blood, pulling himself forward with his arms.

He can't walk, she realized suddenly. She felt a twinge of revulsion as she stared down at her former husband, letting her grip on the axe loosen slightly.

Spence lunged forward again, and grasped the leg of her leather boot, letting out another bestial wail as his fingers latched onto the fabric.

"I'm missing you already," she said coldly.

And she lifted the axe high over her head, ready to carry out the killing blow—

And a crash filled the echoing stone cavern as the heavy metal door locking the Licker into its room flew off its hinges, followed by heavy, clicking footsteps.

"Leave it, there's not time!" Matt shouted from the train, holding the compartment door open.

Dropping the axe hastily, Alice leapt over Spence, hurriedly lifting the anti-virus case as she went.

She threw herself into the train, Matt leaning forward to slam the door closed.

And through the tiny sliver left between the door and the wall, she could see the Licker, bounding down the stone steps, Spence reaching out to it—

And the door slammed shut, and they were speeding down the railway, Kaplan closing off the secondary border between the Hive and the mansion as they went.

******

~~~ "J.D?"

She lets her guard down, her grip on her handgun faltering as he stumbles forward, looking lost and beaten.

It isn't J.D, it can't be J.D-

And before she can react, he surges forward, gripping her shoulders tightly in cold hands and sinking his teeth into her neck.

She cries out in pain, shoving him away forcefully.

He doesn't fight, but falls back against the mass of zombies filling the utility pipes, as she elbows another zombie in the face, sending it to the ground.

She turns as J.D stands again, refocusing her gun on him.

And as he surges forward, she pulls the trigger.

And nothing happens.

The Beretta is empty, finally out of ammunition.

Caught off guard, she doesn't get out of the way in time, and J.D slams into her, sending them both to the ground.

She lands a couple of feet away from him, letting her shoulder take the impact of the fall, and is moving before she even hits the ground.

Letting the useless handgun slip from her fingers, she forges through the crowd of zombies, looking for the exit through the pipes.

She hears her name being called over the ominous moaning of the zombies, and looking upwards, sees Matt, Spence, Kaplan, and Alice sitting atop one of the pipes, Matt reaching down to her.

Feeling inexplicably exhausted, dizzy, she reaches up to him, and he grabs her upper arms, pulling her up onto the pipe as she scrambles for a foothold.

And as she clambers onto the pipe, Matt's hands balancing her, she turns, searching frantically for one particular zombie— ~~~

"Rain?"

Rain opened her eyes.

Alice was crouched in front of her, holding the silver anti-virus case. "We have the anti-virus."

Rain didn't respond, and, looking concerned, Alice asked again, "Rain?"

"What?"

The word came out more harshly than she had intended it to, and she saw hurt flash briefly across Alice's eyes.

Feeling, somewhat surprisingly, ashamed, she held out her arm. Alice said nothing, but pulled one of the hypodermic syringes out of the case and equipped it efficiently. She tapped Rain's arm lightly, locating a blood vein, and then slid the long needle in.

There was a slight click as she released the contents into her bloodstream, and Alice retracted the needle carefully, turning away to place it back into the anti-virus case.

"I don't want to be one of those things," Rain said suddenly, her voice breaking the wary silence, "Walking around without a soul."

The unsteadiness of her voice surprised her almost as much as the sudden confession. She barely knew Alice; had never especially wanted to, even though Alice had always made a point to be friendly to her ever since Rain had joined the Umbrella S.W.A.T team.

"You won't be," Alice assured her.

"When the time comes... you'll take care of it." Rain's voice was both confident and yet hesitating, the comment phrased more as a question than an expectation.

Alice, who had been placing the hypodermic syringe carefully back into the silver case turned back to her, expression afflicted. She reached out and lifted Rain's face in her hands, forcing her to look directly at her. "Hey. No one else is gonna die. Okay?"

"J.D did."

The impulsive comment came seemingly out of nowhere, overwhelming Alice. She replied, almost automatically, "That wasn't your fault."

Rain looked away, silent, and Alice didn't press upon it, instead reaching over to close the anti-virus case.

Matt stood at the front of the train, watching Rain and Alice as they spoke quietly to one another.

Their tones were hushed, making it impossible for him to hear them, but he could tell by their tense demeanor and simple instinct that it was nothing cheerful.

Rain fell silent, looking away from Alice, and Alice turned, closing the anti-virus case. Her gaze met his, inadvertently or purposely, and he looked away, embarrassed, focusing instead on the steel and mesh floor surrounding the hatch on the floor of the railway car.

He couldn't have possibly speculated the outcome of this mission. He'd been at the mansion simply to follow the Umbrella team, to find out what had happened to his sister.

Instead, he had been careless; had tried to save Alice, without even knowing who she was. And he had been caught, and forced to infiltrate the Hive with the Alpha S.T.A.R.S team.

And instead of the unquestionable hate he should have felt for these people- they worked for Umbrella, they had to have known what was going on- he'd realized that they themselves were, ultimately, innocent victims of Umbrella.

And he'd grown to care about them, as he'd cared about Lisa.

He'd started out completely and utterly alone, and inadvertently, had ended up with a family of sorts.

A sudden but slight thump from the back door broke into his thoughts, and he frowned, wondering if he should alert the others to it—

And a set of claws tore through the heavy metal of the train panel next to him, ripping bloody lacerations into his arm.

He fell back against the control console wall, clutching his upper arm, watching helplessly as Rain was thrown off her feet by the impact, Alice immediately lifting up her discarded handgun and brandishing it in front of her.

"Get us the fuck out of here!" Matt shouted to Kaplan.

"Any faster and we're gonna come off the rails!" Kaplan yelled in return, his face fearful and forlorn, and then the metal door next to him was simply ripped away, exposing the Licker, which hung menacingly from the ceiling.

Alice shouted his name as the Licker bit into Kaplan's shoulder, yanking him out of the train.

Matt reached forward and slammed the door joining the control station to the railway car, feeling hopeless despair for Kaplan, but knowing that there was nothing any of them could do.

~ Not if we all want to survive this. ~

He heard thudding footsteps on the top of the train, the Licker, no doubt, and scanned the train warily, looking for any entrance—

And at the back of the train, the small metal door hung open, sparks flying through the small open space.

Matt ran for the door, reaching it and slamming it shut just as the Licker slammed into it. He stood up, and was immediately thrown off his feet again when the Licker crashed into the door, sending it flying into him.

The Licker bounded in through the open doorway, stopping as it reached Matt, opening it's mouth, exposing it's powerful jaws and rows of sharp teeth—

And sanguine brain matter exploded against the silvery metal of the train as the bullet flew into the side of the Licker's head.

Matt scrambled away as the Licker focused its attention on Alice.

As she sent another round into its brain, its tongue shot out, wrapping around her ankle and pulling her to the floor.

Scrabbling for a handhold, Alice grabbed the mesh flooring and held it tightly; she glanced around her for a weapon, her gaze ending on Matt.

He stood behind the bundle of pipes hanging from the ceiling, and, understanding his intention, she turned back towards the Licker, ducking her head at the last possible moment—

And Matt ran the pipes directly into the Licker, shoving it off its feet.

It released her boot, and Alice sat up, covering her face as the pipes fell from their netting, crashing down around her—

And fell to the ground again as the Licker smacked her in the face with it's tongue.

She glanced frantically for her gun, and noticed instead, the nearest pipe.

An idea occurred to her, and as the Licker shot it's tongue out again, she grabbed the pipe and smashed it across the Licker's tongue.

And as the Licker began to extract it's tongue, she lifted up the next pipe and drove it through the Lickers tongue and the metal flooring, attaching it firmly to the floor.

The Licker shrieked in pain and anger, and inhuman sound, and Alice turned towards Matt, shouting frantically, "Open the doors!"

Matt lifted the gun from the floor in front of him and turned abruptly, heading for the switch mounted on the wall—

And saw Rain. Propped up against the wall, her eyes closed, hair covering her pale face.

~ Dead? Or unconscious? ~

He didn't have time to find out the answer, and he reached forward to press the button, as Alice shouted, "Open the doors! Now!"

He pressed the button hard.

And the air was filled with the Licker's savage screams as it fell through the open doorway.

The pipe holding it to the train was almost yanked out, and Alice held onto it tightly, pulling back slightly and closing her eyes as the Licker burst into flames, the inferno filling the train with incandescent heat and black smoke.

Letting go of the pipe, Alice stood slowly, and Matt pressed the button again.

The doors slid closed, severing the Licker's tongue in two.

Alice looked away, her face dismayed and despondent. Seeing Rain, she asked quietly, her voice cynical, "Is she alive?"

Matt crouched down next to Rain, putting two fingers to the side of her neck. He wasn't sure what he expected to find- part of him had expected Rain to die many times throughout their ordeal, and the other part felt that she was too strong to ever give up completely.

There was a pulse, and she was breathing, slowly and deeply. She was almost comatose, but she was alive, and that was something.

He looked up and smiled, and Alice knew his answer before he said anything.

****

They reached the mansion's entrance in less than two minutes.

Both jumped out of the train, Matt carrying Rain, Alice carrying the anti- virus, and hurried across the platform.

As they passed the digital clock mounted on the wall, Matt glanced at the time.

16 seconds left.

Reaching the steps, they quickly ascended them—

And turned back as a slight reverberation ran through the concrete floor.

The heavy steel door was beginning it's descent to the floor, creating a barrier between the stairs and the station.

The stairs darkened as the dim light emitting from the platform's lights were blocked out, and Alice and Matt continued up the stairs.

They strode quickly through the entrance hall, still the epitome of elegance, despite the shattered windows.

Alice continued through a series of small rooms, Matt following behind as they passed through a small sitting parlor and a stately dining room, finally coming to a stop in a small room adjacent to the dining room.

Matt placed Rain carefully against the wall, feeling gently for a pulse.

It had grown weak and erratic, but there was nothing more they could do for her.

Alice fell to her knees on the black and white tiled floor, still clutching the anti-virus, and he hurried over.

He kneeled in front of her, and she said quietly, "I failed."

Matt stared at her incredulously. "Listen. There is nothing else you could have done. The Corporation is guilty here, not you!"

She looked up at him, meeting his gaze, and he continued. "Now we finally have the proof-"

He broke off, clutching his injured arm. "And that way, Umbrella can't get away with- We can- fight-"

His voice broke off again, giving way to a shout of pain as he clutched his bloody arm.

Alice looked alarmed. "What is it?"

His only answer was a choked sound of pain, as he fell to the ground, convulsing violently.

"You're infected," Alice said shortly, popping open the virus case as she moved closer. "But you'll be okay. I am not losing you."

She pulled out another of the hypodermic needles, hurriedly equipping it with the anti-virus. Pulling Matt's arm to her, she slid the needle into his forearm, releasing it's contents into his bloodstream.

She dropped it on the ground after pulling it out, regarding Matt cautiously.

He had stopped shaking, but trembled slightly, his eyes glassy.

"Matt?" she whispered, her voice echoing in the still room. She leant over him, checking for his pulse—

And a bright light filled the room, the pounding footsteps finally registering as a team of Umbrella scientists strode into the room.

She jumped up immediately as the leading scientists began to pick up Matt and Rain, loading them onto stretchers.

They carried Rain out first, Matt following behind, both strapped to the cold metal tables. Rain was still unconscious, Matt semi-conscious, aware only of the pain coursing through his arm, neither able to fight back—

She surged forward, kicking the scientist in front of her, elbowing another behind her, and shoving her way past another two, hurrying forward even as more ran to meet her.

"Matt!" she shouted, willing him to listen, to hear her—

She elbowed another scientist as she passed him, but was held back by the next three, watching helplessly as another team of scientists came forward, one holding a hypodermic needle in hand—

"Matt!" she screamed again.

He looked at her, and shouted something, the words lost in the bedlam as his gurney followed Rain's around the corner and out of sight.

She continued to fight after he disappeared from view, as the final scientist stepped forward, plunging the syringe into her neck.

The effects of the syringes contents were immediate, overtaking the last of her strength, causing her limbs to weaken, her vision to blur.

She felt them strap her onto another gurney, unable to resist.

The last thing she saw was another scientist, his blue eyes regarding her coldly.

"I want her quarantined. Close observation. And a full series of blood tests..."

She blanked out on the rest of the words, hearing them hazily, none of them registering to her.

The last thing she heard, as a white light began to spread across her vision, was the same scientist. "Assemble a team."

"We're re-opening the Hive."

And the light blacked out.