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Billy did not move, but Rebecca flinched when the man said his name. James Marcus was the man portrayed on the huge painting in the mansion lobby. He must have been sixty when the painting was made, but the man standing above them could not have been older than thirty. Of course, Rebecca knew that the man was not completely human anymore, but could it be possible that he was same man in the painting?

"We saw a picture of James Marcus," Rebecca said. "Are you the same person?"

"Yesssss," he said, drawing out the final sound like a snake hissing. "I am James Marcus. ... I was ... director of ... a school." As he spoke, he seemed to gain confidence, as if he had forgotten how to talk and was slowly remembering how to form the words. "That was ... many years ago."

"What are you?" Billy asked loudly, his finger tensing on the trigger of the machine gun.

The man spread his hands and stared down at them with a fascinated look on his face. "I am ... changed. They tried to ... kill me. But my pets ... made me whole again."

Rebecca was about to ask what he meant, when she saw them. Spreading around the man, pooling around him like spilled water, were hundreds of tiny black shapes. They seemed to appear out of nowhere, writhing like a single organism, oozing down the walls into the containment area like an overflowing dam. Rebecca's arms lowered to point the gun at the advancing mass, but Billy kept his gun trained on the man.

"My pets," the man said. "I created them ... and they gave me a new life. They are my pets ... my beautiful pets ..."

Billy clenched his teeth. "Jesus, what are they?"

Rebecca's eyes were wide with fear, her hands trembling. "I think they're leeches," she squeaked.

The moving mass of leeches came forward until it was no more than twenty feet away. There were thousands of them, squirming and glistening with slime, seeming to pulse to some unheard beat. The man looked down at his pets and lowered his arms. Rebecca could not read his face, there were too many emotions there at once. Pride, fear, confusion, hatred, all of them flashed across his eyes.

"They brought me back," the man said, his voice changing pitch. "They made me something else ... and I thought I could control them. I thought ... they were still my pets. But they did not bring me back to control them ..."

Suddenly, he screamed and fell to one knee, grabbing the catwalk railing with both hands. He yanked back and tore the metal right apart, stumbling backwards. He went to his knees and screamed again, his body wracked with tremors. The huge swarm of leeches seemed to pulse and writhe with his inhuman cries, inching closer to Billy and Rebecca. With each scream, they got larger.

"It's the leeches," Rebecca whispered. "They're overpowering him ..."

He went onto his hands and knees, his entire body breaking out in sweat. His skin still rippled and shifted with the uncontrollable forces within him. He pressed his forehead against the catwalk floor and spoke quietly, but somehow Billy and Rebecca heard him perfectly clearly.

"I created them ... but now they control me. I cannot stop them. I do not know why they want me to kill you, but I cannot stop them. They are not my pets ... they are ... my ... masters."

Finally, he let out an agonizing howl and jerked backwards, his body changing rapidly. His chest expanded and his arms bulged out with a sudden mass of new muscle. His face distorted into something bestial and terrifying, and he leaped off the catwalk with a screech.

He landed on the ground among the leeches, somehow not crushing any of them . He looked more familiar now, like he did the last time they had fought. His arms were like massive clubs, his torso and back bent over like some grotesque combination of a hunchback and ogre. The leeches writhed around him like worshipers.

Billy moved so fast Rebecca almost did not see him. He did not fire his gun, but instead reached into his pocket and pulled out the Zippo lighter. He flicked it on and threw it at the creature before returning his hand to the stock of the gun and opening fire. The creature howled as the bullets struck its chest, but nothing appeared except tiny black holes that filled back in instantly, as if he'd never been shot.

And then the lighter landed on the ground right behind the creature.

Right in the huge puddle of motor oil from the leaking drums.

Rebecca barely had time to react before Billy spun around and grabbed her shoulder, turning her aside as the flames ignited with a powerful whoosh of hot air and the entire puddle turned into a blazing inferno of light blue and yellow flames.

The creature screamed as half of its body was suddenly engulfed in the swirling flames. A split-second later, the first drum went up. Billy and Rebecca hit the ground as the oil exploded in a bright flash and waves of burning oil splashed everywhere. The creature was blown right off his feet by the force of the massive fireball, hurled through the air into the stacks of unused machinery. The leeches scattered like cockroaches with the kitchen light on, going in every direction, suddenly disorganized by the fire.

Billy rolled onto his back, machine gun ready. A group of leeches came for them, but Billy opened fire, blasting most of them to pieces, the rest scattering in a frenzy. Rebecca got onto her knees and held an arm in front of her face to block the extreme heat.

Another drum went up in a huge fireball, the wave of hot air knocked her right back off her feet. The burning oil covered the walls and a section of the floor forty feet wide. The creature was covered in flames, screaming madly and waving its arms in an attempt to smother the flames.

"Come on!" Billy shouted, dragging Rebecca to her feet. The air was so hot that it burned her lungs to breathe.

Half of the containment area was now a blazing inferno. The fire spread to piles of garbage in the corner and it all went up like kindling. Thick black smoke rose to the ceiling, and the incredible heat seemed to burn Rebecca's face even when they made it to the other end of the area. The creature was far away, screaming and howling in agony as it burned.

Billy opened fire on the control panel and blew it to pieces. The door immediately hummed and began to open. Before it was even half way up, the two of them ducked under it and began running.

An explosion shook the floor and knocked them off their feet. Billy's machine gun flew out of his hands and clattered down the hall. Rebecca looked back and saw the creature coming at them, right to the door. She staggered to her feet and hit the button to close the door. Another blast made the whole building quake, and the door began to close much too slowly

"The whole place is going up!" Billy shouted, getting to his feet. "We have to get out of here!"

Rebecca screamed and backed away as the flaming monster reached them. It stuck its hand under the door just as it closed but could not hold it, and the door cut right through its arm. Rebecca scrambled backwards as the remaining half of its hand burst apart and a dozen burning leeches oozed across the floor.

They ran. The hallway trembled once more and they heard the sound of more explosions echo down the corridors. It didn't matter, they just had to run. They ran for everything they were worth. They found the stairway straight ahead and ran up three steps at a time. At the next level, they ran right down the hallway and found themselves in a wide, lighted lobby. Tall windows on each side let in beautiful, steaming sunlight. It felt like forever since they had seen the sun.

Another tremor shook the building and knocked some ceiling tiles loose. They fell to the floor as Billy and Rebecca ran right through the lobby and out the front door. Their feet hit pavement and they felt a cool autumn breeze on their face.

Behind them, a billowing fireball erupted far behind the lobby, rising like a mushroom cloud into the afternoon sky. Black smoke rose into the air.

They stopped in shock and watched the buildings burn. On the surface, the water treatment plant was nothing more than a few scattered factory buildings in a large fenced-off compound. The fire from below came to consume them, spreading through each one and burning it to the ground.

"The fire must have spread to a gas main or something," Billy said, awestruck by the destruction playing out in front of them.

"Methane," Rebecca said, sitting on the ground. "From the decomposing bodies. It would have built up for years in those hallways."

Billy let his arms hang at his sides. The fire swallowed up the building they had exited from, and it began to collapse in upon itself, dense black smoke pouring out. Rebecca watched the flames twist and dance, still feeling heat on her face. She wiped her forehead on the back of her hand and it came away streaked with soot.

Billy did not sit down. In fact, he did not even relax, as if he expected the creature that used to be James Marcus come running from the blazing inferno to finally kill them. Rebecca did not believe that anything could have survived that place, not even him. James Marcus and all his leeches must have burned to death in the containment area. It would become their tomb.

"That was pretty smart," Rebecca said. "Using the lighter to set the oil on fire."

"Yea," Billy said, sounding distracted. "I thought of it as soon as the leeches came down the wall at us. I was just waiting for him to come down as well."

"I can't believe we made it out of there alive."

Billy sighed. "Me neither."

They watched the fires burn for a hour. Finally, Billy felt sure that Marcus was not coming after them, and he sat down on the pavement beside Rebecca. They did not say much. Gradually, the buildings burned through and crumbled into ash and twisted metal skeletons. Smoke drifted from the remains, but the fires slowly died out as there was nothing left to burn. Soon, they were surrounded by nothing but smoldering ruins. The smoke drifted away, scattered by the gentle breeze, and it became hard to tell that they had just escaped with their lives. The entrance to the water treatment plant was now buried under tons of ash and rubble.

"We should go," Billy said, looking up at the sky. It was past noon, and the sun was beginning its long descent to the horizon.

Rebecca got to her feet and brushed dirt and gravel off her pants. "Where are we going to go?" she asked, trying to keep her voice neutral.

Billy stood as well but did not brush himself off. Rebecca took a moment to notice just how bad he looked. His clothes were filthy like hers, smeared with dirt and blood in places, still showing the long black stain from the elevator cable. His long brown hair was greasy and stiff, his face and arms visibly dirty. Both of them had been through hell, and it showed.

"You're going to go back to the city and tell everyone what happened here," he said, looking at her. "Anyone who'll listen. Get the rest of the police force out here."

"And you?"

"Tell them whatever you want. Tell them about me if you want."

"No, I mean where are you going?"

"Anywhere but here," Billy said, looking into the distance. "I'll hitch a ride with somebody. If I can get to my parents' house in Colorado, they can help me get out of the country."

Rebecca could not help herself. "You could stay here, you know. I could help you."

"No," Billy said softly, just shaking his head, not making eye contact. "They'll be looking for me. You know I can't stay."

"I'll tell them you were killed. I'll say I saw you die, they'll have to believe me."

"And then what? I can't just move in with you, Rebecca. I have no identification, no money, nothing. I can't get a job, I can't buy a car. And even if you say that I'm dead, don't you think they might get suspicious about some strange man living with you, matching my description? My tattoos alone give away my identity."

"Then let me ..." Rebecca wanted to say "Let me come with you," but she couldn't get the words to come out. She stared at him helplessly, begging with her eyes.

"I can't risk staying here, and you know it. And I can't put you at risk either, even if you want me to."

"I don't want you to go," she said. "We've been through too much."

He put his hands on her shoulders and forced himself to look right in her eyes. "I have to get away from here. I know you want me to stay, but you know that it won't work. You feel this way now, but in a few weeks you'll get over it. You know I can't stay."

Rebecca knew it was coming, had known for hours, had tried to prepare herself for it. But it made no difference. She closed her eyes and felt tears run down her face. She did not sob or break down, but she cried silently and felt her throat tighten. She tried to reach for Billy, but he let go and backed away from her.

She opened her eyes and looked at him. "I'm sorry," she whispered. "I don't know why I'm acting this way. You're right, you can't stay here." She wiped her eyes and sniffled, trying to regain her composure.

"I'm sorry too," Billy said. "But it has to end this way."

He looked at her for another moment and then turned to walk away. He walked across the empty parking lot to the perimeter of the fence and stopped at the open gate. He turned again to see her still standing there, more tears on her face.

"Hey, Billy," she called out. "My last name is Chambers. I'm a member of the S.T.A.R.S. Bravo team. When this is all over, whenever you get where you're going, do me a favor and look me up, okay?"

Billy nodded almost imperceptibly. "I'll do that," he promised. And then he was through the gate and into the trees, disappearing into the woods. Out of her life, for now at least.

Rebecca swallowed hard and wiped her eyes again. She had to get moving, she had to find a road to lead her back to Raccoon City. There was no way to tell how much time she had. All she knew was that there were still zombies and monsters loose, and she had to warn the city.

She walked to the gate and looked out into the woods. If she listened carefully, she thought she could hear him walking in the distance. He was gone now, and despite his promise, she believed that she would never hear from him again.

There was a rutted dirt road leading away from the plant into the forest. She could only assume that it would take her to a main road. She started walking.

THE END

STAY TUNED FOR PART THREE

Thanks to everyone for reading all of this. I know it was probably longer than it had to be, and I know I changed a lot of things from the game. Whatever I changed, I felt it was necessary to maintain realism and for the flow of the plot. I think I've been faithful to the spirit of the characters and the game, even if I wasn't completely faithful to the plot. Please leave a review if you haven't already, and let me know what you think.

Part Three of Resident Evil Legends will start going up in a couple of weeks. I haven't finished it yet, but I'm guessing it will be about 40 chapters and about 180 pages long. It covers the events of the original Resident Evil game, and features Jill Valentine, Chris Redfield, Barry Burton, and of course still stars Albert Wesker. I'll probably update it at the same pace as this one, about three chapters a week.

If you have any comments, questions, or other messages, please feel free to send me an email or leave a review. And if you're interested in reading something not Resident Evil related, you can check out my website for all my short fiction and other original writing. I also have an account on FictionPress(dot)Com under the same user name (lordleachim) where I'm writing a fantasy novel. Check it out if you're interested.

Until next time, have a nice rest of the summer.