Author's note: The first part of this is the poem I wrote that inspired me to write this small piece. I don't know why it did, but it did. Oh, and disclaimer, I don't own Resident Evil, nor any of the characters the franchise contains.

The Fall

Calming waves far fetched along the path of destruction

scatter like leaves in the fall to the eastern wind

as the bird dives into the deep for the poor fish

a life so wasted on desires of the flesh.

Absent are the feelings of guilt and remorse

as nothing the whispering night air can say to remove it

dark waters, shallow or deep drive the mind to distraction

with the unknown powers beneath the surface.

So sleep tight in the safety of your beds tonight

the night bird stalks another

you are safe in the shallows of the dreams you escape to

but upon waking, you will once again be hollow.

No tentacles grip your ankle, my dear.

Not in the shelter of your slumber

comfortable, drifting along. The shallows are dark

but you know them for what they are.

Waking to a sea of red you scream

the others rush in thinking you are dead(the worst.).

A nasty surprise to the senses awaits

You will never, ever dream again.

The air is thick and humid. Her bangs stick stubbornly to her cheeks, clinging for dear life against her face, and she brushes them aside as she wipes the stinging sweat from her forehead with the back of her hand. Blinking the moisture from her eyes, she stoops over and grabs her knees in exhaustion, panting into the calm night air around her. The darkness almost overtakes her again; the feeling of not being alone nearly toppling her; threatening to crush her alive. She knows the narrow passageway is deserted; she'd scoped it out before dropping down into the dark recesses with her purloined pair of special night vision goggles, but still the feeling is there.

Straightening, the woman checks her pockets to count what's left of her ammunition, and curses her attire for the umpteenth time tonight. The skin tight red dress and stockings had been perfect...for seducing the information that she'd wanted from the Umbrella employee. As she'd been about to give up on their date; to which he'd been an hour late, the first wave of moaning corpses had come crashing through the diner's window. The screaming had been absolutely deafening; and she'd only barely escaped, having had to shove the waitress at the horde as it came at her. The blonde waitress had been a bitch anyway. Her screams had been really loud, though.

She'd been hiding in the attic levels of the police station since, waiting and biding her time. The screaming had finally subsided below her, the shots becoming few and far between. The bio-weapons were efficient, in any case. Why anyone would want to unleash this brand of power was beyond her, but still, the pay was hellishly good. So what it had turned into a total cluster fuck as soon as she'd laid all that ground work with that imbecile Jon. He was dead, anyway; not that he'd meant anything to the spy in the first place.

He hadn't even been that great of a lay.

Ada stiffened as a not so distant moan came floating her way, and it was all the encouragement she needed to move forward. She pressed her back against the wall and edged her way forward in the dark, her hand tightening around the butt of her pistol. All of her nerves were tingling, the ankle-deep water hot on her shins as it splashed with each step. Trying not to think about what exactly she'd just felt slide past her leg, she gritted her teeth and peered around the next corner.

It was too dark! Mumbling her displeasure quietly to no one, Ada grabbed for the night vision goggles that hung around her neck, and put them to her face; only to yelp and drop them as a zombie lurched at her, his teeth seeming to glow green in her vision; the sight caused her gun hand to came up reflexively. Twice she shot at the zombie's face; she'd have been toast if her reflexes had been a second slower. Cringing from the warm spray that misted around her face, Ada wiped desperately at her cheeks, wishing again that she'd thought to at least raid the locker room of the station before heading into the sewers beneath. She currently felt like she was clothed in a dirty dish rag, the dress literally sticking to her in places from the dark stains of blood that had soaked through it.

She took a moment to search the dark waters below her with a probing foot, but Ada soon abandoned the task. They were lost. Great. Taking a deep breath, she stumbled forward cautiously, blind and scared. The sound of the water was almost drowned out by the erratic thump thump thump of her heart in her ears, and it took ever ounce of her energy to not to scream as her gun brushed against a wall. Lowering the weapon, she used her hand to follow the wall, nothing around her but uncertainty and her own fearful breathing. As she walked forward, she heard a deep and mournful moan to her left, and she fired into the dark.

The muzzle's blast was blinding, the sudden flash of light hurting her eyes; but at least she'd caught a glimpse of the fucking thing. Taking aim at the spot she hoped it's head was, she squeezed off another round, and let out a great rushing breath as she heard the thing slump into the water ungracefully. Not waiting around to find out if it had been a fatal wound, Ada moved forward again, fighting the urge to run blindly through the dank corridors as more moans rose out of the darkness around her. Her fingertips found another sharp edge; so she quickly hung a right and spotted a small alcove that shone faintly with a single naked bulb; she could have jumped for joy at the sight; except for the giant spider that hung on the wall not five feet in front of her.

This time she did scream; a small and startled "EEP!" noise escaping her lips. Stumbling back, she felt something reaching out for her, it's cold fingertips sliding across her shoulder and she turned quickly and fired a round into it's face, splitting the skull open and spraying chunky matter into the darkness behind it; the dark blood glistening in the faint light.

A loud noise was building to her left, in the spiders direction; a scaly ticking noise, like a lion's claws clicking against glass, only faster. Turning, Ada saw that the giant arachnid was moving along the side of the wall in her direction, and she fired three times at it's nasty, glistening eyeballs; like quarter-sized onyx marbles staring out at her. Two of them burst open in a shower of inky black mist; and still, it didn't slow. She caught the sight of more zombies closing in on her from behind. Feeling a more than a little claustrophobic, she shouldered past one zombie, only to end up surrounded by two more. She fought against the first one as it's slimy hands gripped her shoulders, wrestling it back as it's mouth snapped at her face; Ada gagged on the stench coming from it's mouth. Panic set in as she felt the other zombie's fingers clamp around her forearm, and she tried to back up and twist away from their iron grip.

Suddenly, there was a loud "BANG!", and the zombie who's face was inches from her own no longer had a face; it was as if magic had smeared it's eye sockets together. A second bullet whizzed by her, she felt the hot air as it sped by and neatly nailed the zombie who had her arm through the nose. Ada looked up, bewildered, and was momentarily blinded by a flashlight.

"Get back!" The man's voice was commanding, low; and she immediately let him take over; She was sprinting towards the light, her heart pounding. Ada didn't turn back to see her savior; she could care less about the idiot who had decided to waste his bullets on her. Sure, it had saved her, but come on! Being a hero could get you killed quicker than shit; and in her line of business it just wasn't done. Cutthroat perhaps, but completely necessary .

Slowing only slightly as she came upon the alcove, her eyes swept into the small space quickly, before she planted her free hand on the edge of the waist-high cement slab and swung her legs up. As she climbed to her feet, Ada took a moment to look behind her. Her eyes became wide as she realized that the cop from before was currently going toe to claw with a mutant tarantula...for her.

Ada paused for a moment too long; and for the first time in a long time she thought about doing something counter-productive to her survival. Her gun hand came up, and she watched the man for a few more seconds, torn. He looked so young, and yet here he was, swooping in like a knight in shining armor. Instead of riding in on a big white horse, he instead curled his lip back from his teeth in a grimace and swung a short barreled shotgun around with all the skill of a old west cowboy, and in a deafening blast and blinding light the giant spider shrieked and appeared to explode as legs and hairy, gooey chunks flew in every direction.

"Hurry!" Ada shouted, surprising herself. The cop jumped quickly over the fallen body of the spider, dirty black sewer water spraying up in his wake, slopping over the zombies that were closing in behind him ever so slowly. These creatures were more decomposed than the ones in the upper levels had been; some parts of their flesh almost seeming to drip off. It was as if they flesh was made of brown and black wax, an ooze made entirely of flesh and blood. And their stench was incredibly bad... Ada's nose curled up in disgust as their smell announced their approach. It reminded her suddenly of the streets of Taiwan, of stinky tofu; only 1,000 times stronger ; a veritable brick wall of stench that smacked across her face, making her gag.

She grabbed out for his hand, and helped to hoist him up and away from the walking stink bombs; and without saying a word Ada turned and burst through the rusted door behind them. There were florescent lights hanging on the ceilings in here, one of which was hanging down precariously and shooting showers of sparks off every few seconds. A dank, rotten smell still lingered here,but it wasn't anything compared to the walking meat sacks they'd left behind. A cursory sweep of the room proved that it was abandoned; overturned tables and chairs littered the floor in the unimaginative slate gray decor of the room.

The young cop came in behind her, and slammed the door shut behind himself, panting. He was dripping with a disgusting array of various blacks, browns, and rusty reds; his hair just as matted as her own. Still, he managed to give her a grim half-smile as he ejected the clip out of his handgun and began to reload it.

"You alright?" He asked gently, flashing icy gray-blue eyes at her. His fingers finished their work, and he slammed his the newly reloaded clip back into the gun. Ada smiled wanly, and nodded.

"Yeah. Thanks," Ada said, brushing a small, hairy chunk off her shoulder. She was on a tight schedule, and decided to try to move him along. "What are you doing down here?"

"I could ask you the same thing. I'm looking for a way out, and some paperwork I found in the station said there's supposed to be a train down here." The cop, who's name she hadn't bothered to remember, rolled his shoulder and she couldn't help watching the way his muscles played underneath the uniform. So young and cute; she was just so damn surprised to see him alive, and on his way out of town.

"Huh. So you read that too?" Ada decided to play dumb; he'd proved useful so far. If she played to his ego just right she might not have to waste anymore bullets for a while, at least. In her line of work, whenever you could play a con and gain from it, you did it. Why stop now? "I need to rest for a minute. This place has really got me spooked."

"It's not so bad; at least we're still alive," He returned, righting a chair and offering it to her. Such a gentleman...and the perfect sucker. "But you should be more careful, Ada." She felt a pang of regret as he used her name; what the fuck had he said his was? She should at least be able to return the favor.

"I was doing alright until my light died," The lie fell off her tongue so easily, and Ada took the chair that he'd offered her. "I'm just glad you came along when you did, Officer."

"Please, call me Leon. I think we're past any formalities," The newly dubbed Leon said as he pulled another chair forward to sit in front of her. "You should stick close to me, in any case. It's stupid and reckless for you to go running off like you did before. Four eyes are better than two, anyway."

"Yeah, I suppose you're right," Ada agreed, although it went against her grain to comply with such a sexist statement. Her thoughts were interrupted, however, by something scratching at the door they had entered; that click-clack noise that the giant spider had made, the sound amplified louder against the uneven metal surface. "Maybe we should get out of here. I think I've had enough of spiders for one day."

"What? You scared of spiders or something? That was probably the only thing in this hell hole that didn't smell like moldy Chinese food," Leon joked as he got to his feet, his gun and eyes trained on the door in question. She had to admire his pluck; for such a young thing, he was rolling with the punches pretty well.

"Too many eyes; it's too weird for me," Ada explained as she headed to the big set of double doors on the opposite side of the room. They both had to holster their weapons to move a large table from in front of the door; and she wondered absently who had created the makeshift barricade, and why. They'd find out soon enough.

She let him take the lead as she swung the door in, and almost instantly, he was bombarded by corpses; this was where the smell had been coming from. Without thinking, Ada placed two neat holes in the side of the thing's head as Leon pushed at it, and he fired another three before they both scrambled to slam the door closed. They shoved the heavy table back in front of the door, as the zombies began banging on the outside.

"This is impossible!" Ada exclaimed, kicking a chair over in a sudden burst of anger.

"Nothing is impossible," Leon said, laying a hand on her shoulder lightly. The contact was warm, and too familiar.

"You've obviously never tried slamming a revolving door," She retorted, sulking. Ada's patience was running low; she'd spent the better part of a week cooped up in the attic of this place, and then from the moment she'd reappeared everything had gone horribly wrong. This was just fucking perfect...She was going to die down here. Pacing now, she fought the urge to scream her frustration. Leon was just staring at her, a puzzled frown pulling his lips down.

"Why the hurry?" Leon asked her, once again pulling his chair behind him and taking a seat. She didn't answer him right away; instead Ada kept her pacing up for a minute more. His eyes never left her form.

"I don't like the idea of being trapped down here. Especially not when the whole place is rigged to go off," Ada blurted; perhaps giving him some of the truth would inspire him to come up with some kind of solution to their dilemma. "That whack job Irons was a paranoid fucker, to say the least. The whole station, and most of these sewers are lined with enough C4 explosives to level five city blocks."

"What? How do you know that?" It was Leon's turn for panic. She met his eyes, and felt a pang of guilt; the urge to spill all of her secrets rose out of nowhere. Ada decided it was his eyes that did it to her; under different circumstances she could see herself with the young officer. Suddenly feeling morose, Ada sighed.

"I...I was dating a man who worked for Umbrella. His name is...Was Jon. He's dead," Ada paused, she had to play this up, make her fallacy believable. She willed tears to her eyes, and wiped at them absently as she sniffed. "He sometimes talked about work, who had come and gone, what the general buzz was in the office. Rumor was that Irons was in the company's pocket. Then they started building something in the sewers. Everyone topside thought it was just a new water main going in. Reality was, Umbrella was putting in a tunnel system to transport their less...legal materials."

"Why do you know so much? I mean, he may have talked about work, Ada , but you can't expect me to believe that he'd just spill company secrets; things that would've gotten him fired. You've got to be doing something else by gathering all that information..." Leon looked at her suspiciously.

"I'm a reporter. I was doing an investigation into the Umbrella Corporation; there were a lot of strange reports coming in about some cult eating people in the wood around here. After the STARS came out of the mansion incident shooting off at the mouth about viral research and bio-weapons, I got curious. Meeting Jon was kind of my way into that world," Ada said smoothly, adding just enough emotion to it, working her con the entire time. She watched Leon's shoulders relax as he fell for her well planned excuse.

"So you were working an angle to get the latest scoop? Gain a jump on the competition. I get it," Leon said. "What else do you know?"

"Just that we only have two hours before this place is going to blow sky high. Iron's computer was still logged onto the Umbrella mainframe; he's activated the self-destruct. I'm guessing he was under explicit instructions to hide Umbrella's activities down here above all else; what they were trying to cover up, exactly, was what I had been hoping to find. Before all this..." Ada finally took a seat, crossing her legs. She contained her smile as she caught Leon's eyes following the movement; even ragged and blood-stained, Ada still had it.

"Two hours? We could try to double back, there were a few other tunnels that I left unexplored back there. I just wish that damn spider would back off the door; I've got a gut feeling that I really don't want to get bitten by that thing. Could be poisonous." Leon suggested.

"What about the other way? Did you see how many zombies were in that hall?" Ada asked, hoping that she'd never have to lay her eyes on one of those gigantic spiders again.

"Lots," was his answer. Ada groaned. "You should sit down for a while; there's no use in getting all riled up. It won't get us out of here any faster, and you should take the time to rest up; you look exhausted."

"I don't want to die down here," Ada caught his gaze, her pale blue eyes staring intently into his slate gray eyes; god, she was actually scared. The realization caught her off guard.

Suddenly cold, Ada brought her hands up to her shoulders and gripped them tightly. A tear leaked out from the corner of her eye, and she wondered at the sudden weakness. How long had it been since she'd felt this vulnerable? The tears kept rolling from her eyes, blurring her vision; and just as she thought that she'd break down completely, Leon was there, holding her.

With his arms encircled around her, Ada could just feel all of the weight she'd been carrying, perhaps years worth, just sliding off of her. For a while, she just cried into his shoulder; not caring about the time. After a while she was aware that he was pulling her down on his lap, taking a seat. Ada nestled her head into the crook of his shoulder, and sat quietly for a few moments just breathing.

"I'm sorry," Ada whispered, and then irrationally, irresponsibly, irrevocably she was draw by some strange force, call it compulsion of the worst kind; She pressed her lips against Leon's desperately, licking his lips lightly in a silent question. There was a seconds hesitation from him, before she lay her palm flat against his chest, just over his heart. Ada could feel it's steady thrum beneath her fingertips, fast and strong, as his mouth opened beneath her own. His lips were gentle against hers, and she moaned into the kiss as she pressed her body closer to his.

As quickly as it had begun, it ended. Ada pulled back, and lay her forehead against his, eyes closed. She took a few deep breaths, a ghost of a smile playing about her lips. For just a moment, Ada had managed to forget about who she was and what she did. Being the perfect con artist was challenging work; Ada had spent so much of her time pretending to be somebody else for so long now, that she hardly could say that she knew herself. It was the hidden backlash of being a spy; apart from being forever alone. Perhaps if her life had been different, perhaps if she'd never met Wesker...

"Ada..." Leon said, his voice husky and breathless. His hand cupped her face gently, and then she felt his soft lips pressing onto her own again, his thumb tracing along her cheek. This was going too far, but she didn't fight him. While her inner self railed at her to stop, an even louder voice silenced it with one thought: 'You're going to die down here.' As soon as that thought was born, she felt a lightning bolt sensation travel like a shiver down her spine as Leon's hands ran across her back; this was her last chance to love someone; really make a connection.

She fell for him instantly; it was as if in admitting that she wanted him,and needed him, he had claimed her very soul. It felt good to lose control.

Their lips parted, and Leon's eyes looked up into her own for a moment, before a smirk graced his features. Ada's face registered confusion, and it was then that she noticed that he wasn't quite looking at her; she followed his gaze slowly, and felt a smile turn her lips up as she saw the air duct on the wall, the cover wide open.

"Give me a boost?" She smiled at him, and he nodded.

Fin.

Yeah, I know. It's short and sweet...But I didn't think this needed more. Lemme know if ya'll want more, I MAY decide to oblige.

The Eskimo