In the midst of Rebecca's brief battle with the proto-Tyrant, William Birkin sneaked out of the facility, his head low, his proverbial tail tucked between his legs. The young man had lost track of him a few hours earlier, had assumed that the scientist had followed Wesker up and out--those people from Rebecca's little adventure team had, only moments before--but there he was, half running through one of the hidden exit tunnels, his pallid, twitching face a mask of fear. Terrified by the sounds of the battle, certainly, entirely unaware that he was alive only because his life was so very unimportant.

Although he'd wished to deal with him personally, the young man let the scientist go now, prey for another day. He was too enraptured by the fight, too eager to see Rebecca torn limb from limb. Instead, he saw her duck her fate yet again, a combination of deftness and stupid luck that was quite a marvel to behold. He watched as she left the Tyrant behind and came across Billy only a moment later, somehow still alive, clinging like a barnacle to a rock as a sea of sewer water churned around him. A single blow by one of the water creatures sent him spiraling away to one of the plant's many filter rooms, left Rebecca screaming after him, surely half mad with frustration, with loss and crushed hope.

The young man smiled, a cold and nasty smile, calmer than he'd felt for some time as he watched Rebecca cross the walkway, find another elevator in the plant's operations room, wend her way toward the depths of the plant--where he and his hive waited, curling together in their cocoon of glittering liquid excretions. With luck, she'd come across Billy soon, possibly even alive. Probably, in fact. He understood now, that he'd simply tried too hard to rush matters, to hurry their fate. A confrontation was inevitable . . . And hadn't he truly wanted an audience all along, someone to appreciate his magnificent undertaking? Besides, the dawn would be soon, a dangerous time for the children, their delicate bodies easily burned by even the weakest sunlight; better that he let the two interlopers come to him. They would know his glory before he crushed them himself.

He watched and waited, excited for the final chapter of his triumph to begin.

Rebecca wasn't sure where she was, the descending levels and rooms of the new building impossibly tangled, but she kept going, kept moving down. The hallways were clear, but two of the rooms she moved through--yet another small control room of unknown purpose, and a wrecked employee lounge--were infested with zombies. She only had to shoot two of seven that she saw, the rest too decrepit, too slow-moving to constitute a real threat. She wished she had the time and the ammo to put all of them down, to spare them what their lives had become, but seeing Billy again kept her hurrying. He was hurt but alive, and hidden somewhere in the depths of the confusing layout.

The new facility was a water treatment plant, she could tell that from the pervasive odor, if not from the signs and control boards that seemed to litter every other room, but she thought that it was also a front for more of Umbrella's illegal activities; why else would it be connected to the training facility, albeit indirectly? She went through a small courtyard area on the seventh basement level--at least, she thought it was the seventh--that had been under construction before the virus had hit, and she doubted very much that the rock-carved bunker--replete with forklift--had much to do with water treatment.

Yeah, but what the hell do I know, she thought randomly, pushing herself to move faster, through another door, a room with a sunken pit full of crates to one side. Until tonight, she hadn't believed in zombies, or bio-weapon conspiracies . . . Truth be told, she hadn't really believed that such deliberate evil could exist. What she'd seen, what she'd experienced since stepping onto that train all those hours ago . . . Everything was different, now. She didn't know that she'd ever again be able to turn such a naive eye to the world around her, that she'd ever be able to look at a person or place without wondering what hidden face lay behind what she saw. She wasn't sure if she should be angry or grateful for the loss of innocence; if she stayed with the S.T.A.R.S., it would undoubtedly serve her well.

At the back of the room with the crates, a metal staircase. Rebecca stopped at the top, caught her breath as she looked down, grimacing with distaste, unsure of how to proceed. There were leeches on the stairs, at least a few dozen scattered across the steps, hanging from threads of slime or tracking glistening paths across the gray metal. She didn't want to get near them, afraid that they might attack if she got too close, or hurt one of them--but she didn't want to backtrack, either. She felt like time was speeding up, like things were happening fast and faster, that she had to keep up or risk being lost.

Or risk running into that thing again. That clawed killing machine. Its angry scream still echoed in her mind. She'd wounded it, but the chances that it had crawled away in some dark corner to die were slim to none. Things like that were never so accommodating.

Gritting her teeth, she carefully stepped over and around the leeches, pausing after each step, swallowing bile as one slid over the toe of her boot before continuing on its way. It was a short flight, at least; she got down without stepping on any of the horrid little things, reaching the door at the bottom without further incident.

When she opened the door, a cool mist sprayed across her sweating skin, the roar of emptying pipes like music. It was a big room, dominated by huge, jutting conduits to one side, water from them splashing down and over a series of mesh filters--

--and there, amid a scatter of random flotsam--

"Billy!"

Rebecca ran to Billy's prone form, a bitter waterfall splashing down beside them as she crouched, reached for his throat. She pushed his dog tags aside, shaking inside . . . But there was a strong, even pulse--and at her touch, he opened his eyes, looked blearily up at her.

"Rebecca?" He coughed, started to sit up, and she gently placed one hand on his chest, pushing him down. He had a purpling knot on his left temple, a big one.

"Just rest a minute," she said, having to force the words around the hardness in her throat. She'd wanted to believe he'd be all right, but it had been so hard ... "Let me check you out."

A faint smile played across his lips. " 'Kay, but then it's my turn," he mumbled, and coughed again.

He answered her questions without any confusion as she pushed and prodded, checked his range of motion, cleaned a few of his deeper scratches. The knot on his head seemed to be the worst of his injuries, causing him some dizziness and nausea, but it wasn't nearly as bad as she'd feared--and after only a few minutes of her ministrations, he pushed himself into a sit, turning a weak smile her way.

"Okay, okay," he said, wincing as she touched his temple. "I'll survive, but not if you keep poking me."

"Right," she said, sitting back on her heels, feeling a surprisingly deep satisfaction; she'd set out to find him, and had. She'd had no idea that such a basic sense of accomplishment could be so fulfilling, could so easily overwhelm all of the negatives in their situation, even if only for a moment. "I'm glad you're alive, Billy."

He nodded, wincing again at the movement. "You and me both."

She helped him to his feet, supporting him as he found his balance. When he was steady enough, he stepped away--and she saw a look of disgust cross his face, his mouth curving down as he moved past her, toward one corner of the room where a slick of dark water poured over another mesh filter.

The corner of the room was heaped with bones. Human bones, worn smooth by years of falling water, thick with a greenish bacterial slime. Rebecca counted at least eleven skulls among the tumble of femurs and cracked ribs, most of them crushed or broken.

"Some of Marcus's old experiments?" Billy's tone was low; it wasn't really a question, and Rebecca didn't answer it, only nodding.

"It's Umbrella," she added, after a moment. "They encouraged it. They were all in it together."

Now Billy didn't answer, only stared at the bones, some unknown emotion in his dark gaze. After a second, he shook it off, turned away from the sad remnants of human life.

"What say we blow this Popsicle stand?" he asked, and though his words were light, neither of them smiled.

"Yeah," she said, reaching out to grab his hand for a moment, just a moment, squeezing his fingers tightly in her own. He squeezed back. "Yeah, that sounds good."

Billy felt like shit, but he soldiered on as Rebecca led them vaguely eastward, wanting more than anything to get free of Marcus's damned playground before he allowed himself to collapse. As they wandered through a maze of corridors and rooms--Billy was hopelessly lost after their second turn--she told him what had happened to her since he'd been dragged off the cable car platform. She'd had a run-in with her team leader, and a fight with some super-creature Frankenstein that she very nearly didn't survive. She'd also found a .50 Magnum revolver to match the ammo he'd been lugging around, some serious firepower, and had managed to hang on to the shotgun. In all, he thought she'd done better than he probably would have, in the same circumstances.

They found an empty bunkroom and loaded up, Billy taking the Magnum, Rebecca keeping the shotgun. There was a sealed gallon jug of water under one of the bunks and they took turns gulping it down, both of them desperate for hydration. It turned out that swimming in sewer water didn't do much for one's thirst.

Refreshed by the water, holding decent and fully loaded weapons, Billy finally felt like he might recover from his ride through the rapids. They took the southern exit from the bunkroom, through an industrial treatment room, then another. The rooms of the plant blurred together for Billy, all looked the same-- rusting metal walls and floors, pipe railings, huge walls of unknown equipment covered with dials and switches. Some of the equipment was working, filling the large rooms with echoing blasts of mechanical sound, though God only knew what it was controlling. Billy found that he didn't much care, though as they continued on, they could both hear the rush of water getting closer, big water--and when they went through a massive pump room that opened out into the chill of predawn, they found a walkway that spanned an actual dam.

They stood for a moment, looking out over the dark length of reservoir that ran alongside the building they'd emerged from, the crashing curtain of water that punctuated it at the far end. It was too loud for them to talk, and they stepped back into the pump room, both of them smiling. They'd found a way out, at least; true, the walkway over the dam led to another building, but just seeing the fading stars, the sinking moon, gave Billy a real boost. Their nightmare run through the Umbrella complex would be over soon, he could feel it, the end in sight as surely as the new day would soon dawn.

"My team probably went this way, cleared us a path," Rebecca said, looking hopeful. She had to speak up to be heard over the cascade of water just outside, the surging pumps that took up half of the room. Her voice rang slightly against the metal walk that surrounded a pool of water in the room's center. "He said they were going east. We're practically out of here already."

"I thought you said Enrico took that elevator up," Billy said.

"Oh, right," she said, her expression sagging. She blinked, and he realized how very tired she had to be. "Sorry. Forgot."

"Understandable," Billy said. "But you're right, we are practically out of here." He touched the Magnum on his belt, the loose handcuff on his wrist banging into it, a sudden reminder of his life before the jeep accident. That life seemed so far away now, like it had happened to a different man ... But it was still waiting for him, somewhere outside.

Thoughts for later, for if. He managed a smile, patted the Magnum. "This is kind of a universal key--unlocks doors, clears out unwanted disease carriers, you name it."

Rebecca smiled back, started to say something-- and stopped, staring into his eyes, both of them frozen at the sound of water splashing across the metal walk. As one, they turned to look--to see a giant rising up from the pool a few meters away, a thing that Billy knew instantly was the monster she'd told him about, from the elevator. It was huge, white, covered with blood and sores; it reached out to pull itself from the pool with insanely long, knifelike claws, the tips screeching against the walk.

Billy grabbed the Magnum, backing away, trying to push Rebecca behind him. She easily evaded his grasp, standing her ground with the shotgun, and Billy's heroic ideals dropped away when the creature saw them and let out a terrible scream, a deep, mind-ripping sound of hatred, of lust not just to kill, but to rend and mutilate. Facing it alone wasn't macho; it was suicidally stupid.

"When it gets moving, it doesn't maneuver well," Rebecca said quickly, half under her breath. He had to strain to hear her over the rhythmic beat of the powerful pump engines. "If we can get it away from the door, get it running, we can get past it when it tries to turn."

Billy took careful aim at the thing's rough-hewn face. It took a step toward them, and they both backed away. "How about we kill it instead?"

"Don't," Rebecca said, her voice edged with panic. "You'll just make it mad. What you're seeing now is after two shotgun blasts, one of them almost point blank."

The thing took another step and lowered itself slightly, tensing its legs as though about to spring. "Run!"

Billy didn't need to hear it twice. They both turned and ran, pivoted left where the walk did. Behind them, two, three massive, ringing steps sounded against the protesting metal--and then the monster's claws ripped down and across the wall at the corner, a tremendous shriek of sound as the thick steel curled up like wood shavings.

Billy turned, raised the Magnum as the stopped monster slowly turned to face them.

"Keep going!" he shouted to Rebecca, aiming for the pulsing red tumor half buried in its chest, what had to be its heart. The monster took a single step, its opaque gray eyes fixing on Billy, its claws raising.

Billy fired, the weapon jumping in his hand, roaring, deafening. A hole erupted in the thing's breast bone, not a direct hit to the heart but close. Blood poured from the hole, ran down its thick white gut. It howled, the sound even louder than the blast from the hand-cannon, and infinitely more deadly, but it didn't go down.

Jesus, that shoulda stopped an elephant--

"Come on!" Rebecca shouted, pulling at his arm. He shook her off, took aim again. If it bled, it could die, and short of a grenade launcher, the .50 Magnum was maybe the best weapon for the job.

The monster took a staggering step forward then seemed to find its balance, its dead gaze focusing on Billy. Blood continued to pour from its wound, had drenched its sexless crotch now, the tops of its muscle-bound thighs. That grin, that horrible grin-- it seemed to be laughing, as though it couldn't wait to share some private joke with him.

Billy thought the punchline probably included ripping an arm off and beating him to death with it. He fixed on the heart, squeezed the trigger--

--and another tremendous bang, more blood flying, the monster screaming--

--oh, God, please let that be pain!

--but not falling. Still, not falling. It was hard to tell where he'd hit it, there was blood everywhere, but the heart continued to pulse.

"Move!"

Billy was shoved aside, Rebecca stepping forward, raising the shotgun as the creature started to crouch, its legs tensing. She aimed, low, too low, there was no way she was going to hit its heart--

--and the shotgun boomed, and finally, the monster went down, its cry one of rabid fury. It clawed at the walk, its talons pulling a tremendously painful, high squeal from the metal.

Billy saw that Rebecca had blown out one of its knees, and hesitated only a second, just long enough to wonder why he hadn't thought of that. It wasn't dead, but unless it sprouted wings, it wasn't going tobe coming after them anytime soon. Then he raised the Magnum again, fixing on its fish-belly white skull as it floundered and clawed to pull itself closer, undoubtedly to continue its attack. It only managed to slide itself partway into the water, the dark pool churning with pink foam as it struggled to get out.

"Waste of ammo," he half asked, glancing at Rebecca for her approval. As terrible as the thing was, he wouldn't feel right about letting it bleed to death, to suffer any more. It was another of Umbrella's victims, in a way; it hadn't asked to be born.

"Yeah," she said, nodding--but he could see the pity in her expression, could see that she felt the same way. "Do it."

Two rounds, the second just to be sure, and the massive body slipped soundlessly into the pool of water, disappearing beneath the surface.