The basement annex was little more than a tangle of enormous rusted pipes and furnaces, but somehow incomplete in its ruin; it looked as though someone had begun renovation decades ago and never bothered to finish. A stench like sour milk oozed in the air above the thousands of squirming mutant leeches that clustered over every surface. They moved with a single steady rhythm, coming apart and drawing together in swollen, putrid lumps.

"So this is it," Billy said with a grimace. "At least now we know where they're coming from."

"But that doesn't make any sense," Rebecca said. Billy had noticed she had a habit of prefacing her comments that way. He wondered if she expected the universe to take note of her helpful observations and fix itself. "Leeches aren't hive animals, and they don't seek warmth. The moisture, maybe, but..."

"They don't? Well, hell, babydoll. Next you're gonna be tellin' me that baboons don't eat people."

She shot him an oh-shut-up look, which he returned with a lopsided smirk. That was her problem: she thought too much. He'd seen enough action to know that sometimes you shot first and asked questions later, if at all. There was no point in driving yourself insane over what you couldn't hope to understand. Besides, he had a feeling that he already knew more about Umbrella than he could've ever wanted to know, and just that was going to keep him up at night for the next few weeks, if he lived that long. It disgusted him to think he'd ever spare a second thought for these bastards. He was Billy Coen, god dammit, and nobody told Billy Coen---

"Ah, welcome."

Billy instinctively swung around, readying his rifle. A dark figure in a worm-eaten suit stood above them on the upper catwalk. A zombie, Billy thought, looking at the rotted bones and muscles that poked out from its flesh, but something stopped him before he could fire. It wasn't like any of the other zombies. Its movements were too controlled, too deliberate. And if it had just spoken, then maybe it wasn't a zombie at all. But then what is it?

"Allow me to offer you my congratulations," it continued, its voice raspy and grating.

"Billy," Rebecca said urgently, and a second later Billy realized it too. Whatever had happened to it, it was the same voice they'd heard in the facility foyer.

The man-monster drew closer, then steadied itself against the railing. A hunk of dead flesh pulled away from the side of its face and dropped off. "Pardon me, I don't believe we've been properly introduced. I am Dr. James Marcus, and welcome to my home."

Rebecca gasped. "James Marcus? It...it can't be. I saw the files. There were obituaries, newspaper articles, even photographs of the...the lab where it happened," she faltered.

"I died, yes. But I had no sooner died than I was subject to an extraordinary miracle..." Marcus slowly held out his left arm and watched with evident satisfaction as it suddenly bent inward, sleeve and all, like loose elastic. It drooped down nearly three feet before it pulled up again, sliding effortlessly back into place.

Billy had a fleeting glimpse of the zombies, scientists and civilians alike, and the enormous pile of bones in the sewer runoff. He felt his mouth go dry. "So it wasn't taken from you," he said. "You've been running the show all along."

"NO!" Marcus's extended arm shot forward, stretching out and beneath the railing. The fingers on the hand swelled with black blood and struck Billy across the face with enough force that he toppled over backwards, then yanked him up into the air by his belt buckle. Rebecca reached for her gun, but in one swift motion a wave of leeches sprang from the walls and pulled her down.

"Rebecca!"

"My research was stolen!" Marcus cried shrilly. "It was stolen! Spencer and his impostors, who've never done any real science in their worthless lives---impostors, charlatans, thieves!"

The abrupt mania in his distorted features was inhuman, a strange kind of instinctive fury. His face regenerated to make fresh, taut skin. The suit fell away to reveal a tattered white habit, and what had been wiry hair became long and stringy. It seemed as though Marcus had not merely come back to life; he had returned as a different man altogether, if he were a man at all.

He jerked his elongated arm and Billy fell, dropping a good ten feet before he felt his spine crack against cold cement. On the plus side, at least he couldn't have fallen through the floor. Billy immediately turned to Rebecca's aid, only to see that the leeches had drawn back. The terror had ended as quickly as it begun.

At last Marcus's shoulders slumped with fatigue. "It is a...complicated story," he sighed, still sounding like the ancient corpse. "Complicated, and unsuitable for a place like this. The dining chamber should do nicely."

For a moment Billy was caught between responses. As much as he wanted to see this son of a bitch dead as a toddler in an ice chest, he had a feeling he'd probably go down in the process. Was it really worth risking his freedom to sacrifice himself for some deranged mutated psychopath?

It would feel good. It'd feel fucking great. And it was hard to think of a more badass way to go. Rebecca could tell the world she'd seen Billy Coen ride to hell on the back of a zombie.

Then he thought of the open road, summer days, and cheap grocery store bacon.

It'd feel so goddamn good.

Dying here would mean never again hearing Hank Williams. Or Queen.

It could make things right.

If he lived, he had the chance to make a new future for himself.

"No," Rebecca had said, "I haven't seen Coen. I'll keep an eye out."

And somehow it became incredibly obvious.

"Like hell, motherfucker," Billy spat. He aimed his handgun, more of a symbolic gesture than a direct threat; he had a feeling Marcus wasn't going to go down with just a few bullets. Well, that was okay. They had more than a few bullets to spare. "We settle this shit here and now."

Rebecca cringed, bracing for an attack that didn't come. Marcus simply regarded Billy with paternal condescension. "I beg your pardon, young man," he said, and there was something like amusement in his voice. "Don't misunderstand me. I supposed you might be hungry, so I had dinner carried in from the train. Would you care to be my guests of honor?"

The offer was so utterly absurd Billy could only gape in bewilderment. To his amazement, Rebecca rose to the occasion. "We're not here for that, Dr. Marcus," she stammered. "We...I'm looking for the rest of my team. We can't stay."

Something about her ridiculous response brought Billy back to his senses. "For God's sake, Rebecca, he's just a magic undead geezer, not your biology professor."

It was impossible, but Billy somehow thought he heard her scream before he felt the blow. Her voice seemed to echo even as he choked on acrid blood. He'd scarcely registered it when he fell with another hit, this time on the back of his neck, so hard it knocked him sprawling. By the time he opened his eyes he wished he hadn't. A long, slimy tentacle held him flat on the ground. His weapons were being wrenched away by a swarm of leeches. He saw Rebecca struggling the same way, shuddering with disgust as the worms writhed atop her. Marcus still didn't appear to have moved at all.

"I invited you," he said. "It is your right to refuse. But I do not take kindly to refusals. Spencer could have told you that..." His gaze seemed to go unfocused, and he smiled wryly. "The man was a born coward."

Billy grimaced and coughed up a chunk of his back teeth. He relaxed a little when he discovered the leeches weren't making any effort to kill him. The doctor only wanted to teach them a lesson, and while it stung every freedom-loving bone in his body, Billy would rather be tortured than dead.

Time to reconsider strategy. The Tyrants had been bad enough for their sheer strength; Marcus was easily twice as powerful as the worst of them and still had a mind to use that power. Aside from the brief flickers of temper---if it really was temper, and not an act---Marcus was completely in control. Billy knew he'd have to take advantage of that temper if he wanted to win. This battle didn't need bullets, it needed quick thinking. Billy hated thinking.

"Okay, Marcus," he grunted, ignoring the impatient instincts that begged him to just shoot everything in the room. The only way to beat Marcus at his sick game was to play it. "We'll join you."

At once the tentacle withdrew. In one motion it spread and scattered apart into thousands of tiny leeches. Billy had no sooner pulled himself to his feet when Rebecca rushed over with her medkit. "Let me see," she insisted, reaching for the side of his face. "Are you okay, Billy? Oh no, that feels like a fracture. Did you lose any teeth?"

The feel of her fingers stroking his broken jaw ached like hell, but it was a damn good ache in a weird way. If there hadn't been a monster to take care of, he might've let her stay there for a while. He gently took her by the wrists and pushed her aside. "Not a big deal, babe. Later."

"Billy..."

"Later, later." He hoped she'd lighten up if he acted like a dick. "Now head out, the men are talking. Marcus!" he declared. Even as he looked away from Rebecca he could just see her exasperated pout. The thought made him grin, but he bit it down. "Marcus, we accept your offer. Just don't kill us."

The resignation brought obvious pleasure to Marcus, who had clearly been expecting nothing less. "I'm glad to hear you reconsider. As a show of goodwill, I'll even restore your little toys. You will not be needing them, of course..." He waved his left hand slightly. The weapons were lifted and rolled forward atop a spontaneous leech parade. It rose into multiple pulsing arms around Billy and Rebecca's waists, reholstering the guns with swift efficiency. Billy reflexively jerked away. He knew Marcus was as good as his word, at least for now, but that didn't make the notion of mutant bloodsucking armies around his crotch any more comfortable.

Two rusted doors beneath the catwalk slowly swung outward, revealing a dark hallway. The leeches dispersed into the collective hive. "Come, now," Marcus said kindly. "It's been so long since I've had company. I'm sure you'll find me to be a gracious host."

Billy glanced over his shoulder at Rebecca, who still looked annoyed. "Whaddya think, princess?" he murmured. "We got time for a snack?"

She ignored him. "I accept your offer, Dr. Marcus," she said, walking towards the open corridor. There was a pointed I'll-show-you kind of confidence in it, but Billy knew there was more to it than that. She'd proved she could take care of herself, even when anyone else in their right mind would've asked for help. It was the same youthful arrogance Billy had had once, before he believed he could die. That Rebecca could have walked through that hellbound train and the training facility and still hold on to that arrogance---well, she had to be one of the bravest people alive. Or one of the dumbest.

Marcus slid beneath the railing and let himself down, elongating his body into a knotted rope that reached all the way to the floor. He pulled himself upright again. His every motion sounded like the slow separation of wet sludge.

"Follow me," he said, beckoning them onward as he walked. Rebecca went after him with Billy in tow.

The hall was little more than a winding crawlspace, so cramped and narrow Billy had to duck to keep from smacking his head into light fixtures. Yellow wallpaper peeled away from the wood in musty, mildewed flakes. To Billy's bewilderment, they seemed to be heading even further underground. At this rate it would take days just to get back up to the surface.

"These quarters were built at my request," Marcus said, sounding proud. "Umbrella is an extremely demanding company, and its employees are known for their dedication. The dining facility was a pleasant, safe place for workers and their families to eat together."

"Yeah, you're a real humanitarian," Billy sneered.

"Did your family come to visit you here, Dr. Marcus?" asked Rebecca boldly.

He turned back to smile at her. "My wife Lila joined me three times a week up until the last two months of her pregnancy. I had promised to scale back my hours once Joseph was born, but...Lila had a delicate constitution, and..." He smiled again, faintly, and went on.

There was an uncomfortable silence. Rebecca chewed her thumbnail, apparently uncertain of what to say next. Billy thought it was a lot of bullshit.

They arrived at a wide intersection of three wide-arched double doors. The doors were engraved with intricate patterns of flowers and vines, an unexpectedly sensitive detail amidst Umbrella's meaningless concrete walls. Marcus whipped around to face his guests with a suddenly cold expression.

"You are not dressed for dinner," he snapped. It came out like an accusation, as though he thought Billy and Rebecca had meant to upset him. "This will not do. I believe in standards of etiquette, both for myself and others."

"What the---" Billy started, bewildered.

"Miss, take to the right. Young man, to the left. You will find an array of clothes that should be appropriate for the occasion. It is not fitting that any guests, least of all mine, should come unprepared to my table."

Billy wanted to ask at least a dozen questions: what the hell was Marcus getting at, how much shit he really thought they'd swallow, how he could be lecturing on proper attire when he didn't even have shoes, or even just if Marcus could spare a pair of decent slacks (Billy was slim-waisted, and had never been able to find good pants that didn't involve a tight belt). To his surprise, he just said "Why do you talk like a fag?"

Somehow this elicited less vitriol than the crack about being a biology teacher. Marcus was nothing if not unpredictable. "Would you rather I speak like a quaint farmer?" he retorted, bristling. "An actor? Should I tell you I want the world to burn in an inferno of hatred? I'm no longer a miserable researcher, young man." His voice took on a low tone of menace. "I am of every sentiment. I am of every people. I am of every age."

So are fags, Billy thought. He opened his mouth for a snappy comeback, but was stopped by Rebecca's hand on his jaw again. She shot him a warning look, and Billy reluctantly demurred. Lose the battle, win the war, he reminded himself. He reached up and gave her hand an apologetic squeeze.

"The left door, you said?"

Marcus nodded. Billy couldn't help think he was dressing for his own funeral. With a sigh of resignation he released Rebecca's hand, managed a grim scowl and stalked into the room.

He was immediately confronted by a creaky antique closet bulging with clothes. Dozens of shoes, polished but covered in dust, were lined up around a full-length mirror. There was even a stately vanity table crammed in the corner. Although Billy hadn't known what to expect, he definitely hadn't thought Umbrella employees would have a communal collection of Italian ties.

His reflection in the mirror painted a depressing picture. Yeah, he hadn't really expected to be cover-of-GQ-worthy, but he hadn't realized he looked like absolute shit, either. Billy's skin was covered in deep scars and fat purpling bruises. Blood still trickled down the left side of his chin, making him seem about as undead as any of the zombies he'd run across. The emptiness in his tired eyes didn't help. Most frustrating of all was a lengthy diagonal scar running through the first O in his tattoo, ruining four months of hard work in prison. Maybe he could tell people he was Swedish.

Shitty appearance notwithstanding, Billy was loath to change. Who had worn this crap last? What if he'd be donning the jackets of the same murderers who made that virus? How did this fit into Marcus's warped power play?

Get a grip, soldier. Billy wished he would've taken advantage of the situation when Marcus first bitched about the clothes; another flicker wasted. Well, there'd probably be more coming. He also didn't want to act without Rebecca being in on it too, although he wasn't sure he'd have the time. If Marcus got murder-happy over a misplaced doily or some shit Billy would shoot first and think later.

Grumbling, Billy started to rummage through the closet. Some things were just moth-eaten scraps, others were almost perfectly preserved, and others still were probably worth more than anything he'd ever owned. Morbid curiosity spurred him on. What else was in here? If he played his cards right, he could walk out of Raccoon City with a fortune on his back, more than enough money to get him over the border...

The sight of a crimson and gold paisley bow tie made him stop. His father had owned something similar, if not identical, years ago when he was growing up in Hagerstown. Billy could hear his mother's complaint: "Simon," she'd protested, "you aren't really going to wear that, are you? It's hideous! I won't allow it..."

Billy grabbed the tie and felt a familiar rush of comfort as he put it around his neck. The rest of the outfit came easily. Oh hell yeah, he thought, snatching a dark red tuxedo jacket, vest and matching pants. To his delight he even found a ruffled shirt. This was too awesome; he didn't know if he could bring himself to sell this when all was said and done. A juvenile giddiness buoyed him as he dressed. That's it, that's it. Nobody tells you how to feel, nobody tells you how to be...

He found some suitably outlandish shoes and a gold-studded belt to seal the deal. Billy almost laughed at himself in the mirror, feeling a thousand times better already. If clothes made the man, then Billy Coen was a retro television anchor moonlighting as a mob boss. Which was all he'd ever wanted to be, really. He decided his old trusty knife would be enough. Somehow, he had a feeling he didn't need any more firepower than what he could think up. He saw a bottle of Jockey Club on the table and couldn't resist a few splashes before going out.

Marcus stood alone at the intersection, having changed through the power of regenerative cell function or whatever the hell it was, and his disturbing monk's attire had become a plain gray business suit. He gave Billy a scrutinizing once-over that suggested he wasn't sure if the new outfit was an improvement. For a moment Billy felt like an idiot, then remembered he didn't give a damn what anybody else thought. He only wished he didn't feel so much like a teenager waiting for his prom date.

Finally Rebecca peeked from around the door, her expression apprehensive. When she saw Billy she coughed and stepped out. She'd chosen a short, strappy cocktail dress of blue gingham with a matching headband, and little white kitten heels. Billy half-expected her to make a speech about how to raise funds for the youth group's sock hop.

Rebecca clapped a hand over her mouth, stifling a laugh, and suddenly Billy wanted to laugh too. Right then Umbrella didn't matter, nor did the zombies or the virus or any other part of the apocalypse; they were wearing funny outfits, god dammit, and their extreme exhaustion made it that much funnier.

"You look..." Rebecca took a deep breath to compose herself, but it clearly didn't help much. "You look very posh."

Billy's good humor got the best of him and he chuckled. "You don't look half-bad yourself, Becks," he replied, winking, although part of him wondered what made her want to choose a sexed-up Wizard of Oz costume. Then again, he was wearing a paisley bow tie.

Marcus cleared his throat, if only to remind his guests that he was still there. He seemed to have lost his patience for young people somewhere in death. "Thank you for your cooperation," he said, although he sounded irritated. With a deft push he opened the center door. "Please, this way."

For all Marcus's talk about creating a friendly atmosphere for families, the dining room was unusually dark and intimidating. There was nothing suggesting cozy togetherness, but a single banquet table around a few stark chairs. Two lampposts were placed on either side of the master seat, providing the room's only light. The flames were just bright enough to illuminate two soup bowls and enormous heaps of food on the table. No, Billy thought, frowning. One heap. One thing. It was one thing with an ominously sour (and now all too familiar) stench. He squinted and felt his stomach drop. Oh, goddamn...

"Do sit down," Marcus said, brushing past Billy and Rebecca to take his seat. As he moved Marcus caught both of them with arms that blew out into great tentacles. Billy found himself strapped into his enormous chair, his legs bound fast by knots of leeches. "I would suggest you remain calm, as these creatures have a particularly vicious bite."

Some time passed before Billy could look at their main course. It was a zombie; rather, it was what remained of a zombie after a particularly nasty re-death. The headless body had been chewed on, picked over and stripped nude. It had been male once, human once, but now it wasn't much of anything at all. Billy looked at its bloodied, exposed lungs with disgust. The former man deserved some kind of dignity, and Marcus was parading him for the sake of spectacle and shock value. This was more twisted than any Tyrant.

Marcus took his place, beaming. "Tonight's dinner comes to us via a stroke of luck. I found this particular specimen on the train beneath one of the passenger's coats. It may not look very impressive, but it's much better preserved than the others. I encourage you to help yourselves...at your own risk, of course."

Beneath one of the passenger's coats. Billy stopped. He turned back to the man's face and recognized leftover wisps of light brown hair slicked against the skull. Edward, Rebecca had called him, and over the course of the night she'd revealed a little more. They had had something like a brother-sister relationship, something Rebecca had mentioned with exasperation. Billy suspected that she might have nursed a soft spot for the older cop, which seemed to fit in with the way she talked about his dark, deep eyes. "And...and I couldn't save him...I hesitated, and he died..."

Rebecca sat with her hands in her lap, staring at Edward's corpse. Her expression was blank.

"If you don't wish to share, then please, try the soup," Marcus said. "It's my wife's cream of mushroom recipe. I lived off of it for seven months while doing doctoral research, and even then I never tired of it. If only you could taste it from Lila's hands..."

He reached out to Edward's neck with his left arm, which turned into a slippery, translucent tentacle. With a contented sigh he began siphoning blood and muscle from the body, taking it into himself like a parasite. The corpse rattled under the suction. "Oh, Lila," he murmured, lost in thought. "I wouldn't want you to see me now."

Silent tears streamed down Rebecca's cheeks. Billy was overcome by the urge to kill Marcus with his bare hands. The leeches holding him fast seemed to throb a warning, and right then it was all Billy could do to just bang his fists against the table and shout. "For God's sake, you deranged son of a bitch! You're torturing her!"

Marcus blinked, as if awaking from a long sleep. "What's that?" he asked dazedly, then shifted his attention to Rebecca. "Gracious! What's the matter? Are you upset?" He moved to caress her cheek and she flinched. "Now, dearest, tell me what's wrong."

"N-no!" She tried to pull away, but only ended up crying harder. "Edward," she managed. "Edward..."

He followed her gaze to Edward's remains. The top of the spine and shoulders had been sucked dry, leaving whitened, chalky bones. "Edward?" he repeated. There was a heartfelt concern in his tone, more chilling because it sounded genuine. "This was a friend of yours?"

Rebecca bit her lip. Billy wanted to murder something.

"Bless your heart," Marcus whispered quietly, shaking his head. "A pity, a tragedy. I am sorry. But dry your tears, dearest." Now his tentacles turned into wiry vines, grasping Rebecca by the skull. He turned her head so that she had to face him. "I can give him something greater than mortal life, you see? He will be reborn through me, as something greater..."

Marcus attacked Edward with greater determination, sucking up more bodily fluids into himself. "For your sake, dearest. It's far more than any Umbrella lackey deserves. But for you..."

"He had nothing to do with Umbrella!" Rebecca cried. His insult snapped her out of her trance, and she shook off the tentacles clutching her head. "He was a member of S.T.A.R.S., like me! He worked to protect lives, not to---not to take them!"

Marcus turned on her, suddenly savage. "On the contrary. He was a member of S.T.A.R.S. and on the Umbrella payroll, like you."

"That's not true!"

"S.T.A.R.S. was Spencer's creation, intended for simulating the combat conditions under which Umbrella's products would be tested, and a screening process for identifying potential employees. If someone particularly young, say, were to be recognized as a excellent future resource---a child prodigy, perhaps, with an interest in medicine..."

"No!"

In between Rebecca's suffering and Marcus's creepy omniscience, Billy had started to feel left out. It couldn't hurt to cause a distraction, either. "Wait a goddamn minute," he said, pounding the table a second time. "What the hell is this shit? As far as I know S.T.A.R.S. is just a bunch of second-string adventure cops and Umbrella makes that sinus cure kids use to get high. Why are you talking about combat? What does any of this have to anything else?"

Marcus paused to regard Billy with fascination. "A profound question. And what do you have to do with this, sir? What brings you here? Am I to believe Umbrella's most cherished secrets were violated by a mere outsider?"

"You ought to, since Umbrella security couldn't stop a wet fish. I'd go for more hidden cameras and less ring puzzles." Before Marcus could react, Billy went on, "But this isn't about me. Becky's the brains behind all this, I just try to keep up. I don't know what's going on here or what Umbrella is trying to do. I don't even know what Umbrella is."

Once again Marcus seemed pleased, and his oily approval somehow felt worse than being struck. "Very good. A naturally inquiring mind---perhaps that is how you succeeded. Umbrella has made a living profiting off of those who don't ask." His great tentacle slid down over Edward's chest and began to pull away, sucking up waxy skin and the decomposed flesh underneath. Billy watched the heart, shriveled and black, as it was torn from the ribcage and into Marcus's whole.

"During the war the scientific community was revolutionized by biological weapons. It was brand-new technology, not like the crude poisons used in the first war, you see. The government was showering funds on anyone who promised an edge over the enemy. Spencer and I had just graduated from Miskatonic and had our heads turned by the affair, scrapping our plans to pursue vaccines and opening our own research laboratory.

"It was wonderful for a time. I must say our early experimentation with pseudomonas pseudomallei was quite promising. We obtained a sizable federal grant to expand our research to viruses, and it looked as though the whole world was open to us. Ah..." His eyes took on a familiar faraway longing. "Lila was just twenty then. When she told her family she was going to marry a brilliant, wealthy scientist, who could give her everything she ever wanted...it was bliss. For nearly three years, perfect bliss...

"But the war ended," he sighed, his eyes misting over. "The war ended, and funding dried up. After the bombs were dropped the focus shifted from biological to nuclear weaponry, and the public was tired of fighting. Physicists became the new darlings of the research community. In order to receive any money at all, Spencer and I were forced to reinvent ourselves as a pharmaceuticals research group. It was a cover, of course, but a worthy one. The Aqua Cure formula netted us such a profit that we could continue our real work uninhibited."

"Your killing work, you mean," Billy interrupted darkly.

"I mean nothing of the sort. At the time our work was largely benign. Chemical solutions were powerful, but much too difficult to control. Spencer wanted something more elegant, something which could release its power at will. Soon he began work with adenoviridae, and Umbrella was never the same."

He stopped and looked around, judging his guests as they listened. Billy was still unconvinced. Rebecca simply stared into her soup bowl. When Marcus was satisfied that he still commanded their attention, he went on. "Spencer believed there was no motivator like competition. A businessman first and a scientist second, I always said. He would challenge me, put my every creation in contrast to his. It was one thing when comparing research papers, but something else altogether when we made the jump to test subjects. That, I believe, was the demise of Spencer as I knew him. It was then he developed the obsession with diseases, annihilation, and death.

"It was impossible to obtain the Army's help for civilian projects. Lord knows Spencer tried. He was determined to have a 'realistic experimentation scenario', even though it was obvious we'd never sell so much as a drop. But Umbrella Pharmaceuticals had become a major bargaining force in Raccoon by then, and no one was going to deny Spencer anything he wanted. With the...help of the local police, Spencer formed a private armed team that would be accountable to no one but himself. It became tradition for the police chief to begin accepting Umbrella kickbacks in the third year of his term. There's usually at least one member of S.T.A.R.S. whose chief job is to make sure his teammates don't make any connections to Umbrella."

"That's not true!" Rebecca continued to protest, but the passion had gone out of her voice. Now it sounded as though she was keeping up a halfhearted effort to convince herself. "I...I...S.T.A.R.S. is an elite crisis task force," she whispered. "Scientists, doctors, researchers...they paid for my education at Vanderbilt, and now for my master's..."

This was greeted with a raised brow. "You're rather young for that, aren't you? You must be an extraordinary student. I'm sure Umbrella is watching you quite closely. You aren't on a Rising S.T.A.R.S. of Biology scholarship, are you?" He ignored Rebecca's half-jibberish response. "Ah, forgive me. But I digress. After a time, it grew tiring. Or was I tired? I was certainly tired of seeing my precious work be devoured by Spencer's monsters. It seemed foolish to me...selfish. Cruel. Shortsighted." Marcus sighed bitterly. "He had no regard for style or subtlety. All he cared for was that mindless, senseless destruction. So I withdrew. I wanted something more for my viruses...something meaningful. Life."

"But..." Rebecca wiped her face with a napkin, a would-be dainty gesture that ended up clumsy in her unfeminine hands. She lifted her chin high. "But viruses don't have anything to do with life. They aren't even living creatures. They're parasites. They aren't conducive to life."

Marcus laughed, a short, gratingly hoarse sound. "So Spencer thought. As did Birkin, Ashford, and all the rest. To them, viruses are only tools of destruction and nothing more. They never considered that viruses could be used to bring about new life, foster new breeds and new families, new worlds..."

Now he became animated. His eyes sparkled with life, or something like it. "The Tyrant virus was designed to attack and stimulate the adrenal medulla, causing aggressive growth throughout the organism. I chose leeches for their relative simplicity and ease of acquisition, and they never disappointed me. Within weeks they were growing, five times their normal size at least, and showing increased cognitive abilities. They could move as a collective, recognize themselves and one another, and even see me. It was remarkable! It was---"

"Wrong?" Billy supplied.

"It was hardly 'wrong', it was a discovery worthy of Driesch," Marcus scoffed. "But it certainly was the beginning of the end. Not even Spencer's worst fiends could stop my creations. And how could they?" He smiled, tossing his head with contempt and ill-concealed glee. "His work was spurred by the will to murder. But mine...mine sought to live! Of course I triumphed!"

Billy recoiled at the man's talk of living; he wasn't sure there was a difference between Spencer's love of death and Marcus's single, all-consuming life force. For everything he'd heard about Umbrella, Billy felt almost disappointed. So Umbrella Pharmaceuticals was the cover for some evil destructive megacorporation with a third-rate "police" force to test their toys and clean up their messes? Hell, this wasn't imposing or scary, it was just stupid.

He looked to Rebecca, whose tears had given way to a kind of cold loneliness, the kind that seemed to beg for reassurance but didn't dare ask. He'd seen the same expression a million times, had it himself during all those lonely days and nights in prison. Between them, Edward's bare skeleton lay on the table with its arms crossed.

"Couldn't have been much of a triumph," Billy said, idly stirring his soup. He was beginning to get a sense for what triggered Marcus's fury. "So then what happened? I mean, it couldn't have gone that well if you ended up skulking around in the dark like this."

Sure enough, Marcus dropped his tentacles with a resentful bang. "Spencer was jealous," he said. "Jealous of my creation and effortless success. He pleaded and begged, but I refused to tell him how I had formed the T-virus. At last he lost his patience with me and decided thirty-five years of 'friendship' wasn't worth what he thought would be billions of dollars from the federal government. His two favorite thugs"---and there was a particularly ruthless emphasis on the word---"came in and thought to take the virus from me. Of course, I saw to it that I took the T-virus to my grave...such as it was," he added, chuckling. "The last thing I heard was Birkin swearing he'd steal my research, but he never saw so much as a scribble. I was on to Spencer long before he was on to me."

The sparse firelight danced overhead. Rebecca straightened her shoulders, and Billy found himself impressed with her resolve. Most people would need a few weeks to get over witnessing the grisly cannibalism of a loved one. Whether she was forcing herself to cope or just naturally tough as nails, Billy couldn't tell. Her way seemed to be to grieve as needed and then get on with it, soldiering on as bravely as a seasoned veteran.

"But that was twenty years ago," Rebecca reminded, with the same forced courage she'd used to say Lieutenant William Coen. "What have you been doing for twenty years?"

Marcus was calm again, now absorbed in his own imaginary grandeur. He smiled dreamily. Billy shot Rebecca a meaningful look; they needed to watch Marcus carefully, gauge his mood swings in time for an attack...

"Have you ever been reborn, dearest?" he asked. He sat up in his chair. "Have you ever been recreated? Have you ever learned to pull every inch of yourself back from the abyss, brought your consciousness into control over hundreds of thousands of individual creatures, all of which are directly connected to your own soul?

"It was my second childhood...not as simple as the first, no, but infinitely more wondrous. Every moment of discovery was pure joy!"

In that instant Billy felt his blood run cold. There could no longer be any doubt of Marcus's sincerity. He wasn't an actor seeking to deceive them with his increasingly erratic behavior. Everything Marcus said and did was true, which made his terrifying insanity very, very real. Now it was scary. But this is good, it means he doesn't realize what he's doing...

"...why, it was five years before I learned to properly reform my hands and feet. I lived in the Arklay wilderness, growing more with each passing day. When I gained sufficient mastery over myself I resumed watch over Spencer and the others. Imagine my surprise when that damnable Birkin announced he had replicated my precious T-virus...I would never allow it!" he shouted suddenly.

The tentacles that held Billy squeezed tightly for an instant, then fell away completely. Billy remained perfectly still, but carefully risked a look at Rebecca. She held his eyes and he knew they were thinking the same thing. Anger. He's into anger mode now. Gotta hold it, gotta keep it up before he goes all Mr. Nice Guy on us again. "The Ecliptic Express, then," Billy interjected. "That was you, wasn't it? Or was it Umbrella all along?"

"If Umbrella desires the T-Virus so much they may have it!" Marcus declared. "There were no innocent men on that train, not one. They were all working for Umbrella! It was their conspiracy that killed me, that manipulated you," he cried, rounding on Rebecca, "that paid the price for dethroning me. But they suffered the price for their arrogance! It is my virus, my invention, and my power!"

Marcus rose. His torso expanded outward and filled his seat like a single rippling muscle. The whole of his arms burst forth into branches of heavy tentacles that pulsed and flailed wildly, obeying the whim of that terrible, unseen life. The energy in the air was electric. Billy's heart pounded a quickening rhythm in his chest: something, something, something. They had to do something, before Marcus was swept away in the tide of his rage, and Billy was so overpowered with adrenaline and fear that he thought he might be swept away too---

"But it's not your power." Rebecca leaned forward, as though challenging Marcus's colossal stature. "Life, or death, or whatever you call it, it still isn't yours. It's a virus. If it's not dormant, then it's multiplying. Unless you can stop it, the virus is in power, not you."

"It is my power!" Marcus thundered.

"It's not yours!" Rebecca yelled back. "It's a virus! It's not going to stop until you die, or until it turns you into itself! You failed, Marcus, you're just the same as everybody else who got sick!" With each sentence she became more excited, even as Billy tried to stop her. She clearly reveled in the chance for a few digs. "Your control won't last. You'll fall, and Umbrella will clean up the mess. Face it, you lost, Spencer won---"

Marcus sent a huge tentacle barreling towards her. Its stump contorted into the outline of Edward's lost face. "Rebecca," it pleaded from its dull and helpless mouth. "Rebecca, help me..."

Rebecca screamed and shrank away. The split-second distraction was all Billy needed; he jumped up, hoisted the end of the banquet table and brought it forward, hard, into Marcus's wide chest. Marcus roared, lashing out at Billy with a broad swipe that toppled him over. Billy found himself staring straight into the face of a beady eyes of a Tyrant.

"Shit," Billy said.

The creature roughly grabbed his shoulders, yanking him upright. Billy snapped back with a fierce uppercut. It opened its mouth to gurgle a river of hot clotted blood, then lunged to snatch him in a headlock. As a former middleweight wrestler, wide receiver, and youngest of three brothers, Billy had been in his fair share of headlocks, but he'd never had somebody's skin slough off around his neck in the process. It was pretty goddamn gross.

Marcus, still screeching in indignation, had summoned another beast to tackle Rebecca. She ducked out of its grasp and had nearly escaped when it slapped both of its arms down on either side of her, pinning her close to the table. Instead of cowering, she simply turned, spun, and kicked the Tyrant in the face.

Billy blinked. "I taught her that," he said to his Tyrant, which gave an admiring grunt.

"Go to hell," Rebecca fumed, grabbing the tiny heeled shoe that had caught in the creature's misshapen nose and striking out with it. "Go to hell, go to hell, go to---" She slapped it across the face multiple times. Her angry cries devolved into a furious silence, punctuated only by stinging slaps. The Tyrant staggered backwards under the unexpected blows. It yowled, confused. Rebecca slid on the shoe again, then lowered her hands for a split second. A flurry of gunshots rang in the air.

"What the...?" Billy was so startled he stopped mid-struggle to look. The Tyrant collapsed, its head having been blown apart by the shots. Rebecca stood with her back to him, but the barest breeze fluttered her sundress. He saw the side of the familiar red elastic choker on her thigh.

Good God in heaven. She didn't.

She did.

He unsheathed his knife and stabbed the Tyrant's other arm, flinging it away with strength he didn't know he had. Marcus and the monsters were forgotten; what mattered was the way Rebecca stood like a professional sniper. Threads of smoke trailed out from the end of the handgun's barrel.

Rebecca glanced over her shoulder. "Billy," she said, not without some embarrassment. She moved to say something, but apparently thought better of it and unloaded the rest of her gun into the other Tyrant's skull. The shots rang in the air like leaden bells.

Good for you, Billy thought. A whole other host of safe, friendly compliments came to mind. Nice shooting. That's some fast thinking. You'll be a damned good cop yet. Nothin' keeps you down, eh? S.T.A.R.S. would be proud. You're a hell of a shot, sweetcheeks.

He was considering all those and more, but the words that came out of his mouth were, inexplicably:

"That's my girl."

Wait, what?

The ends of her mouth flickered ever so slightly, and Billy was thankful for the slip-up. His non-choice of words (although he still wasn't quite sure what they meant, and didn't really want to think about it, either) had been the right one. He considered clarifying it, not knowing quite sure where to start, when a clatter on the table jolted him out of it.

"Pardon me, I saw you were otherwise occupied and thought I was free to leave for a moment," Marcus said, bowing his head. He gestured to Billy and Rebecca's weaponry, which had been dumped crudely atop Edward's skeleton. Most of the bones were smashed to dust. "I see that compromise is impossible. I had hoped that you might understand my mission, or at least respect its integrity."

" 'Integrity'?" Rebecca repeated incredulously. Marcus continued in a low, dire tone. He appeared utterly detached from Billy, Rebecca, and the thousands of leeches that swam around his ankles. His tentacles had withdrawn into ordinary arms beneath an altogether ordinary suit.

"I had thought you should assent to be a part of my vision. You refused, and so conflict is inevitable. You are obviously well-trained, perhaps some of the finest physical specimens homo sapiens sapien currently available. I should not begrudge you your skills, since you would not begrudge me mine."

"Gee, thanks," Billy muttered, snatching the Magnum and grabbing a few spare clips. He wiped some bone grit off the bottom of a clip and mentally apologized to Edward.

"It is the way of evolution. Species must fight to assert their supremacy. If my science is a waste, the last product of a misguided mind, then you must vanquish me. But I do warn you, should you succeed, you will have broken a fundamental rule of nature." There was a touch of menace in his smile. "Life must yield to the stronger."

Billy just concentrated on his gun. He wanted to say "fuck you, motherfucker" and shoot till his trigger finger fell off. But there was more to it now, this was more than him and his ego. "You're breaking a bigger one, buddy," he grimaced as he took aim. "Dead things are supposed to stay dead."