The solitary figure on the hill watched as the train gathered speed and disappeared into the storm, his heart full of the song that spilled from his lips, that rang so sweetly through the wild air, calling his minions back to him. They had done well, readying the train for the inevitable cleanup crew as soon as the sun had gone down, leading most of the infected away through the woods, locking the doors, powering the engine; he wanted the leeches to feed, not the virus carriers, and once the Umbrella team boarded, there would be no escape. The rain washed over the many as they crept up the hill, beckoned by his voice, by his desires.

He received them with a smile as he finished his song. All was going as well as he might have wished. After so long a wait, it wouldn't be long, now. He would fulfill his dream; he would become Umbrella's nightmare, and then the world's.

"We need to stop this train, first thing," Rebecca said.

Billy nodded. "Any suggestions?"

"We split up," she said calmly. Surprisingly calmly, considering what she'd just been through. "The car at the front of the train is locked--where we met? We need to get that door open, to get to the engine."

"So, we shoot the lock," Billy said.

Rebecca shook her head. "Magnetic card reader. We have to find a key card."

"I saw a conductor's office--"

"Locked," Rebecca said. "We'll have to dig up one ourselves."

"That could take awhile," Billy said. "We should stick together."

"It'll take us twice as long. And I'd rather get off this thing before it ends up wherever it's going."

As much as he didn't want to wander the train alone, didn't want her to wander it alone, he couldn't argue with the logic.

"I'll start at the back, work forward," she said. "You take the second floor. We'll meet at the front."

Bossy little thing, aren't you? he thought, but kept it to himself. At some point in the not-too-distant future, she might be the only thing keeping him from becoming somebody's lunch.

"And I will shoot you if you try anything funny," she added. Billy started to snap back at her, then saw the shine in her eyes. She wasn't serious. Not entirely.

She nodded at his weapon. "You need ammo for that thing?"

"I'm good," he said. "You?"

Another nod, and she started for the door. When she reached it, she turned back.

"Thanks," she said, motioning vaguely toward the back of the car. "I owe you."

Before he could answer, she was gone. Billy stared after her a moment, somewhat amazed by her willingness to face the train's dangers on her own. Had he been so brave when he was her age?

It's called "denial of mortality" when you're that young, he thought. Yeah, he'd thought he'd live forever then, too. Being sentenced to death made one take a slightly different view on things. He spent a brief moment checking the dining car, scowling at the smashed and liquid remains of a few dozen leech-things as he hurriedly checked behind the small bar, beneath the tables. There was a locked door at the front of the room, but a swift kick and a glance showed him an empty service cabin with a hole in the roof. He didn't linger, figuring their best bet would be searching the bodies of the train workers, anyway.

He headed down the stairs, pausing at the bottom a moment, looking toward the rear of the train before continuing on. Rebecca Chambers seemed capable of taking care of herself; better if he watched his own ass.

Back through the double doors, through the first passenger car, still empty, and a deep breath before heading into the second. A quick look to make sure there wasn't anyone walking around and he headed up the stairs, not wanting to look at the body of the man he'd killed. He'd killed before, but it was never something you got used to, not if you had a conscience.

The smell hit him before he reached the second floor and he slowed, breathing shallowly. Like sea water and rot. When he got to the top, he saw the source and swallowed back bile.

Now we know where they came from.

He'd stepped onto a landing at the top of the stairs, one that turned into a corridor to his immediate right, turning right again a few meters ahead-- and from floor to ceiling, the corner of the landing to his left was webbed with what appeared to be hundreds of empty egg sacs, creating something like a spider's nest--only these sacs were black and wet, shining in the low light of a half-buried wall sconce. They swayed slightly as the train rocked back and forth on the track, making them appear almost alive. At least they were empty. He hoped to God he wouldn't run into whatever had laid them.

He edged away from the webbed corner, stepping on strings of the glistening matter that spread across the hall's fine carpet, vaguely wondering if the jeep accident had been such a blessing, after all. He didn't want to die in any manner, but a nice, clean firing squad beat the shit out of being devoured by shape-changing leeches.

Knock it off, soldier. Be where you are.

Right. He walked the corridor, relaxing slightly once he realized it was empty. There were two closed cabin doors, one on each side of the narrow passage, each marked by a number. From that and the hall's luxurious decor, he guessed they were private cabins. It was a good guess. He pushed open the first door, 102, and found a small bedroom, well-appointed and thankfully free of blood and bodies. Unfortunately, there wasn't much else, either, though he did find a clutter of personal belongings in the tiny closet. There were papers, a clutch of photographs, a jewelry box. He opened the box, revealing a silver ring, unusual in design; it looked like a single part of one of those interlocking ring sets, notched and warped in a distinct pattern . . . And since he wasn't jewelry shopping, he put it back, heading out to the next cabin.

When he opened the door to 101, he felt a rush of hope. There, lying on the floor like a gift, was a shotgun. Billy scooped it up and cracked it, his hope turning to a guarded happiness. It was a Western, over-under, loaded with two twelve-gauge shells. Further searching turned up another handful of shells, though no key card.

Magnetic lock or no, this '11 probably open that door, he thought, comforted by the weight of the heavy weapon as he stuffed the shells into his front pocket. He was tempted to go find Rebecca immediately, but decided he might as well finish what he'd started. There was a door at the end of the hall, presumably leading to the next car's second floor, and it would lead him closer to the front of the train, anyway--the sooner to reunite with the kid. He wasn't scared to be on his own, it wasn't that, and it wasn't even concern for Rebecca, though that was there, too--it was too many years spent in service. If he'd learned anything, it was that being alone in combat was the worst way to be.

The door was unlocked, and opened into an empty lounge car, an extremely snazzy one. There was a polished wooden bar to his right, well stocked, and small, elegant tables lined either wall, leaving the wide, expensively carpeted floor open beneath low-hanging chandeliers. Like the last car, no blood or bodies. Billy checked the counters behind the bar, then headed for the door at the far end, feeling strangely ill at ease crossing the open space. He clutched the heavy shotgun firmly.

When he was almost across the room, something crashed onto the roof.

The sound was thunderous, huge, the impact so strong that a chandelier back by the bar hit the floor, the glass globes shattering. The train car rocked on its rails, causing him to stumble, almost fall.

He kept his feet, turning to look. Where the chandelier had fallen, the roof was actually indented, the thick metal twisted out of shape--and as he watched, one, two giant things pierced through, about two meters apart, one after the other.

Billy stared, not sure what he was seeing. Big, pointed cylindrical, each piercing piece appeared to be bisected, split down the middle. They looked like ... claws?

His gut knotted. That was exactly what they were, like a giant crab's or scorpion's claws, and as he watched, they both opened, revealing thickly serrated edges. The huge pincers turned inward and up, began to actually saw through the steel roof, the sound of ripping metal like a high scream.

He'd seen enough. He turned and ran the last few meters to the door out, aware that he'd broken out in a cold sweat. Behind him, the scream of tortured metal went on and on, and he grabbed the handle, jerked--

--and it was locked. Of course.

He spun back just in time to see the owner of the massive pincers jump down through the jagged entrance it had made, blocking the only other means of escape.

Rebecca had just decided the last car was safe when the dog attacked.

After leaving Billy, she'd made her way through a kitchen area in the last car, one awash in blood and fallen cookware, but otherwise empty. She was starting to wonder if some of the passengers and crew might have gotten off, perhaps when the train had first been attacked. There was a lot of blood around for so few bodies. Considering the state of the few passengers she'd run into, maybe that was for the best.

Her feet skidded through a puddle of cooking oil as she surveyed the kitchen, but her search was otherwise uneventful. The door to the rest of the car-- presumably a storage area of some kind--was locked, but there was a crawl space that ran beneath the floor, with a covering she managed to pry up without too much trouble. She wasn't happy about having to crawl into a dark hole, but it was a short tunnel, just a couple of meters. Besides, she'd told Billy she would start at the back of the train, and she meant to be thorough. Doing a decent job was something to hold on to in the midst of such madness. The virus victims were bad enough, and that man made out of leeches...

. . . Don't think about it. Find the keycard, stop the train, go get some real help. Someone besides a convicted killer, thank you very much. Billy was her only port in the storm, so to speak, and he'd certainly saved her ass, but trusting him any further than she absolutely had to would be idiotic.

She'd been right about the next compartment. After a thankfully brief claustrophobic crawl, she stood up in a storage space, barely lit by a single hanging bulb. There were boxes and bins along the walls, mostly hidden in deep shadow. She swept the darkness with her weapon. Nothing moved but the train itself, rocking along the track.

At the back of the compartment was a door with a window in it. Rebecca stepped closer, nine-millimeter extended, saw darkness and movement on the other side, the sound of the train louder, and realized she was actually in the last car, looking out over the track. She felt a flutter of something like relief, just knowing that the world still existed out there-- and that if worse came to worst, she could always jump. The train was going pretty fast, but it was an option.

Click.

She spun at the soft sound behind her, heart hammering, aiming at nothing. The train kept rolling along, the shadows pitching and swaying, the sound not repeated. After a tense moment, she took a deep breath, blew it out. Probably one of the boxes shifting. Like the rest of this car--well, the first floor, anyway--the storage compartment seemed to be safe. She doubted there'd be a keycard floating around, but at least she could say she'd looked--

--click. Click. Click-click-click.

Rebecca froze. The sound was right next to her, and she knew what it was, anyone who'd ever had a dog would know: the tick of toenails on a hard surface. She slowly turned her head to the right, to where she now saw there were a couple of dog carriers, both with their doors standing open. And emerging from the shadows behind the closest--

It all happened fast. With a vicious snarl, the dog leaped. She had time to register that it was like the others she'd seen--huge, infected, damaged--and then her right foot came up, the action reflexive. She kicked out, hard, and caught one side of the creature's barrel chest with her heel. With a horrible wet tearing sound, she heard as well as felt a sizable flap of the animal's chest slough away, the skin sliding off the graying muscle, the wet and matted fur sticking to the bottom of her oily shoe.

Incredibly, the dog ignored the wound and kept coming, its jaws wide and dripping. It would have her before she could get the gun up, she knew it, she could already feel the teeth clamping on her arm, and she also knew that a bite from this dog would kill her, would turn her into one of the walking near-dead--

--and before the teeth actually touched, her other foot, slick with oil, skidded out from beneath her. Rebecca hit the floor, banging her hip, and the dog flew overhead, a smell like rotten meat washing over her. It actually stepped on her, one back paw smearing dirt on her left shoulder as it bounded over, the momentum of its lunge carrying it past.

The wildly lucky fall had only bought her a second. She rolled onto her stomach, extended her arm and fired, catching the animal as it turned to lunge again. The first shot went high; the second found its mark, just below the poor beast's left eye.

The dog sagged to the floor, dead before it had stopped moving. Blood began to spread around the fallen dog, and Rebecca scrambled away, pushing herself to her feet. Beyond the very basics, virology wasn't her specialty, but she was willing to bet that the dog's blood was hot, highly infective, and she wasn't interested in catching whatever was going around. This wasn't a common head cold. Assuming this is a virus, she thought, staring down at the decayed mess that had been a canine. It made as much sense as anything else, the mysterious T-virus Billy had talked about. How had it spread? What was the rate of toxicity, how quickly did it amplify once inside a host body?

She scraped the sole of her shoe against one of the kennels, hoping that she'd be able to erase that wet ripping sound from her memory as easily--and saw something glitter from the shadows. She leaned down, picked up a small gold ring, notched in an unusual design. It didn't appear to be real gold, was probably worthless, but it was pretty. And she was lucky to be standing there looking at it, all things considered.

"Which makes this a lucky ring," she said, and slipped in on her left index finger. It was very nearly a perfect fit.

The ring was all she found. There was no keycard lying around, nothing useful. She stepped out onto the back platform for a moment and was instantly drenched. The storm was torrential, and the train was moving much too quickly to consider jumping. Her hopes soared briefly when she saw a panel labeled emergency brake line, but a few taps at the controls proved it to be powerless. So much for emergencies.

She went back inside, pushing her wet hair off her forehead. Time to head forward, try searching the bodies of the men that she and Billy had killed. As distasteful as the thought was, there wasn't much of an alternative. They didn't know if anyone was driving the train, or if it was a runaway; either way, they needed to get control.

She looked back at the dog one more time before leaving--by the door, this time--thinking of how lucky she'd been, how easily she could have been bitten or mauled to death. No way would she let her guard down again; she only hoped Billy was having better luck.

Christ on a cross.

Billy stared, his mouth hanging open, his mind numb with the impossibility of the thing not ten meters in front of him.

It might have looked something like a scorpion, if scorpions grew as big as sports cars. The monster that fell through the train's roof was insectile, maybe three meters long, with a pair of giant, armored claws snapping around its flat face, a long, bloated tail that curved up over its back, that ended in a curled stinger bigger than Billy's head. There were multiple legs, but Billy wasn't in a counting mood-- not with the thing moving toward him, emitting a sound like an overheated engine as its massive, jointed legs pounded across the floor. Rain poured down from the hole in the roof, making the scene all the more hellish, the creature emerging from the wet haze like a bad dream.

No time to think. Billy shouldered and cocked the hunting gun and aimed for the thing's low, flat skull. Between the motion of the train and the monstrosity's loping scrabble, it took him a few seconds to be sure of the shot, a few seconds that seemed like an eternity. The creature scrabbled closer, its stiffly haired feet gouging up flaps of the expensive carpet with each rumbling step.

Billy squeezed, boom, the shotgun slapping against his shoulder hard enough to bruise. A hit, and the thing screeched, a splash of milky fluid erupting from the plated skull. He didn't pause to assess damage, only re-aimed and fired again, boom.

The thing was screeching ever louder, but still coming. Billy broke the shotgun, jerked the empty shells out, dug for more. He fumbled, shells spilling to the carpet, the shrieking monster closing the distance fast, too fast.

There was a single shell left in his pocket. He got it out, jammed it home and brought the rifle up to his hip . .. , This better be the one--

The shot hit the monster square in the center of its dark, ugly face, only a meter from where Billy stood, close enough that he felt the heat of gunpowder residue hitting his bare skin, embedding there. Its screech died as a large, jagged chunk of exoskeleton blew out the back of its head, splattering the spasming tail with blood and brain matter. It shivered all over, its huge claws whipping outward, opening and closing, its stinger jabbing at air. With a final gurgling cry, it sank to the floor, seeming to deflate as its heavy claws, its body, came to rest.

The smell of it, like dirt and hot, sour grease was nearly overwhelming, but Billy didn't move for a full minute, wanting to be sure it was dead. He could see where the first two rounds had hit--the shotgun pulled slightly to the left, though the final shot had been dead on--chipping away at the thick armor that shaded its beady black eyes.

What is it? He stared down at the horror, not sure he wanted to know. It had to be connected to the dogs and walking dead, to the T-virus. That journal he'd found had said something about even small doses causing changes in size and aggressiveness ...

Which means this guy must have snorted a couple of gallons, minimum. Accidentally? No chance. The journal also said something about a laboratory. And controlling the effects of the virus, about how until they could control it, the company was "playing with fire."

The implications were clear enough. Maybe the T-virus had gotten out by accident, but this company, whatever it was, had obviously known what it could do beforehand. Had experimented with it.

For the moment, though, all that mattered was that it was dead--and he was done searching for any keycard. Screw going it alone. If the scorpion king had any brothers or sisters wandering around, Billy wanted someone else to take up the slack.

He picked up the shells he'd dropped and reloaded. Then he carefully stepped around the massive, stinking carcass, and set off to find Rebecca. Maybe she'd had better luck than he had.

Just after she stepped into the front car, Rebecca thought she heard weapon fire, from back the way she came. She stood in the doorway, holding on to the frame, staring blankly at the one dead dog visible from her position as she strained to hear. Thunder rumbled outside. After a moment, she gave up, and walked toward the front of the train.

She moved slowly, steeling herself to see Edward again, wishing she'd thought to grab a blanket or something from the mess back in the passenger cars. Maybe a coat off one of the dead men; she certainly hadn't gotten anything else, except a rising sense of indignation with whoever had loosed the T-virus, and a headache from holding her breath. No keys, nothing to help. That train worker's body at the front of the car, where she'd met Billy, though--perhaps the key in its dead hand would turn out to be useful somehow. She reached the turn in the corridor and forced herself past it, skirting the pool of fluids that had leaked from the dog--

--and Edward was gone. Rebecca stopped, stared. The second dog was still there--but a wad of red gauze and a few bloody splatters were all that remained where Edward's body had been. That, and the thick smell of rot. Cool, wet air breezed in through the windows, but the smell was too strong for it.

Everything seemed to move in slow motion as she looked down, saw the tracks in the dog blood. She followed them with her gaze, looked toward the front, seeing the boot prints in red, smeared, as though whoever had worn them was drunk, or... or sick...

No. She'd felt for a pulse.

Time slowed even more, her gaze finally rising from the floor. She saw the edge of a bare arm, someone standing just out of sight at the end of the hall. Someone tall. Someone wearing boots.

"No," she said, and Edward stepped away from the wall, stepped into view. When he saw her, his bloodless lips opened, a moan emerging. He staggered toward her, his face gray, his eyes filmed almost white.

"Edward?"

He kept walking, reeling really, his blood-drenched shoulder trailing along the wall, his arms slack at his sides, his face empty and mindless. This was Edward, this was her buddy, and she raised her handgun, taking a step back, taking aim.

"Don't make me," she said, a part of her mind wondering at how deathlike the virus made its victims seem, must have slowed his heart rate--

Edward moaned again. He sounded desperately hungry, and though his eyes were barely visible through the haze of white, she could see them well enough to understand that this wasn't Edward anymore. He staggered closer.

"Be at peace," she whispered, and shot him, the round drilling a neat hole in his left temple. He stood perfectly still for a beat, his expression of dull hunger unchanging, and then collapsed to the floor.

Rebecca was still standing there, aiming at the corpse of her friend when Billy found her a few minutes later.