Rebecca watched as Billy stalked out of the train car, feeling impotent and very young. He didn't even look back, as though she wasn't worth worrying about.

And apparently I'm not, she thought, her shoulders sagging. She hadn't expected him to be so-- well, scary. Big, muscular, with dark steely eyes and an intricate tribal tattoo covering his entire right arm, both arms bared by a thin cotton undershirt. He looked tough, and after her terrifying run-in with the walking near-dead, she hadn't been up to the task of taking him into custody.

Not to mention, he got the drop on you. She'd found a lone corpse at the front of the car, one of the train workers, and had seen what looked like a key grasped in one cold hand. Since the only other door out of the car was locked, she'd had to try for it--it was that, or go back through the passenger car. She'd been so involved in trying to retrieve the key without snapping the stiff fingers that she hadn't heard the convict approach, not until it was too late. Now, as she walked back to the front of the car, she saw that the locked door used a card reader, anyway. Great. So far, she was doing just great.

She turned and reached for her radio, ready to admit defeat. If she could get the team in fast enough, they'd handle Billy. More important, she wouldn't be alone with the knowledge that some kind of plague had hit Raccoon. It was funny, that nabbing a convicted killer was suddenly lower on the list of priorities...

Bam! Bam!

Before she'd even touched the transmitter button, she heard two rounds fired in the next car, the direction Billy had gone. She hesitated, not sure what to do--and in that instant, a window exploded behind her.

She spun, shards of glass flying, and saw a human figure falling to the floor.

"Edward!"

The mechanic didn't respond. Rebecca rushed to her teammate's side, quickly assessing his condition.

Besides a massive, open wound on his right shoulder, his face was gray with shock, his gaze bleary and unfocused. Every exposed part of his body was covered with contusions and abrasions.

"Are you all right?" she asked, ripping her med-kit open, grabbing a thick gauze patch. She tore the package apart, applied it to his shoulder, realizing with a sinking sensation that it might not do much good; from the massive amount of blood drenching his shirt, his subclavian had likely been severed. She was astounded that he was still alive, let alone that he'd had the strength to jump through a window. "What happened?"

Edward rolled his head towards her, blinking slowly. His voice was taut with pain. "Worse than ... We can't..."

She held the bandage firmly, but it was already soaked through. He needed a hospital, ASAP, or he wasn't going to make it.

Edward's voice was getting weaker. "You must be careful, Rebecca," he slurred. "... forest is full of zombies ... and monsters ..."

She started to tell him not to talk any more, to conserve his energy--when more glass exploded, slivers of it raining over them, the window just to their left shattering. One, two giant dark shapes leaped through the broken pane, one disappearing around a jag in the corridor, the other turning in their direction. Zombies and monsters.

A dog, it was a big dog, but like no dog she'd ever seen before. It might have been a Doberman, once--but as it bared dripping teeth at her, flaps of skin and muscle hanging from its haunches, she realized that it, too, had been infected by whatever disease had struck the train's passengers. It didn't just look dead, it looked destroyed, its eyes filmed with red, its body like some mad patchwork quilt of wet fur and bloody tissue.

Edward wouldn't be able to protect himself. Rebecca slowly rose and took a step back from the dying mechanic, gun in hand, though she couldn't remember drawing it. She could hear the second dog panting farther along the corridor, out of sight.

She aimed for the animal's left eye, really understanding the true horror of the disease, whatever it was, for the first time. Her conflict with the near-dead passengers had been terrible, but so shocking she'd hardly had time to consider what it all meant. Now, looking at the stiff-legged, monstrous beast in front of her, its growl rising into a hellish whine of hunger, she remembered her childhood pet, a shaggy black lab mix named Donner, remembered how much she'd loved him--and understood that this had probably been someone's pet, once, too. Just as those people she'd shot had once been human, had laughed and cried and come from families that would miss them, that would be destroyed by their loss. Disease, chemical spill, or attack, whatever had caused all this, it was an abomination.

The understanding flashed through her mind in an instant, and was gone. The dog tensed its shredded flanks, preparing to leap at her, and Rebecca squeezed the trigger, the nine-millimeter rocking in her hands, the blast of sound deafening in the small space. The dog collapsed.

Rebecca pivoted, aiming at the bit of corridor she could see, waiting for the second to appear. She didn't have to wait long.

With a snarl, the animal leaped around the corner, its jaws wide. Rebecca fired, the shot hitting its chest, staggering the dog back with a high whine of pain--but it was still on its feet. It shook itself as though shaking off water, growling, readying to come at her again even as dark, ichorous blood poured from its wound.

Should have killed it, that should have knocked it flat!

Just like the people in the passenger car, it seemed that only a head shot would take it down. She raised her aim and fired again, this time hitting the center of its bullet-shaped skull. The dog fell, spasmed once, and went still. There could be more of them. She lowered the gun slightly, turning toward the broken windows and trying to see through the darkness and rain, straining to hear anything besides the storm. After a few beats she gave up, kneeling next to Edward again, reaching into her pack for a fresh bandage--

--and stopped, staring at her teammate. The steady pump of blood from his shoulder wound was no more. She quickly felt for a pulse below his left ear, felt nothing at all. Edward gazed at the floor with half open eyes, dead.

"I'm sorry," she whispered, sitting back on her heels. It seemed inconceivable that he was gone, that he'd died in the short time she'd been shooting at the dog-things, and a wash of guilt swept over her. If she'd been faster, if she'd packed his wound better...

. . . But you didn't, and the longer you sit here feeling bad about it, the more likely it is that you '11 end up joining him. Get moving.

Rebecca felt new guilt at the insensitive thought, but a glance at the open windows got her on her feet. She'd have to assess her culpability later, when it was safe to do so.

Her radio beeped. She grabbed it, backing away from the windows, from poor Edward.

Reception was bad, but she could tell it was Enrico. She held the speaker to her ear, hugely relieved to hear the captain's strong voice in between bursts of static. ". . . you copy? . . . more information on . . . Coen..."

Rebecca reluctantly stepped closer to the windows, hoping to hear better, but the static barely lifted.

". . . institutionalized . . . killed at least twenty-three people ... careful..."

What? Rebecca pressed the transmit button. "Enrico, this is Rebecca! Do you read me? Over."

A wave of static.

"Captain! S.T.A.R.S. Bravo, do you copy?"

Long seconds of more static. She'd lost the signal. Rebecca put the radio back on her belt. She had to get to the 'copter, tell the others about Edward, about Billy and the train and the terrible danger they were all facing. She changed clips for the nine-millimeter, taking a moment to reload the half spent one. With a final sorrowful look at her fallen teammate, she stepped over a dog body, doing her best to avoid slipping in the pool of blood surrounding it, and started back toward the passenger car.

Although she knew she should be eager to run across the missing convict, to arrest him, she hoped she wouldn't see Billy again. Edward's death, the dogs... She felt unsteady, incapable of taking charge. And twenty-three people? She shuddered, amazed that he hadn't killed her when he'd had the chance.

In the passenger car, she saw the result of the two shots she'd heard earlier. The disease victim she'd thought had moved, but hadn't been sure about... It seemed he'd been alive, after all. He must have tried to attack Billy, the way the others had gone after her. She paused at the door back to the car she'd originally come through, looking over the decayed bodies of the people she'd killed. If Edward was right, if the woods were full of these things, she was going to have to move fast--

--and maybe Billy didn't kill those marines.

Rebecca blinked. It hadn't occurred to her earlier, but the jeep may have been attacked, allowing Billy to escape--forcing him to run, in fact. It seemed likely. The two dead men had been mauled, not just shot; the dogs could have done it.

She shook her head. It didn't matter. He was a killer, either way, and if she wasn't up to the job of apprehending him, she'd better go get someone who could. As serious as the unknown sickness was, they couldn't just let Coen run.

She left the passenger car behind, hurrying through the empty car to the side door, hoping that the others were all back at the helicopter, safe. She reached for the handle, lifted it. She wasn't sure how to break the news about Edward, that was going to be rough--

Rebecca frowned, pushing at the sliding door, which was refusing to slide. She tried the handle again, then again . .. and then kicked the door, cursing silently. It was stuck--or Billy had locked it, maybe to keep her from following him.

"Damn." She chewed at her lower lip, remembering that key in the dead worker's hand. She hadn't managed to pull it free, and then had forgotten about it after her run-in with Billy, not to mention Edward and the dogs . . . But then, who needed keys? She could just as easily crawl out through one of the broken windows, no big deal--

She heard a sound, a door closing, and looked to her left, toward the back of the train. Someone was moving around in the next car over. Another sick passenger, probably. Or perhaps Billy was still on board. Either way, she was ready to get off, and she had her choice of windows to exit.

Unless... it's someone else back there. Someone who needs help.

It could even be another of the S.T.A.R.S., and now that she'd thought of it, she felt duty-bound to take a look, sensible or not. She walked quickly to the end of the empty car, readying herself for whatever would come next. It didn't seem possible that anything weirder could happen tonight--but then, most of what had already happened didn't seem possible. She wanted to be prepared for anything.

She opened the door to the next car and took it in with a sweep of the nine-millimeter, vastly relieved to find it empty and blood-free. There were stairs going up on the left, a door straight ahead. That must have been the door she'd heard closing ...

. . . And now it opened, and out walked Billy Coen.

Billy stopped, stared at the girl, at the weapon in her hand--and was glad. That she was still alive, that she had a gun and apparently knew how to use it. After what he'd just learned, having a partner might be his only chance to survive.

"This is bad," he said, and could see that she knew he wasn't referring to the gun in his face. She didn't answer, only watched him steadily, her nine-millimeter unwavering, and he raised his hands, understanding that game time was over. The dangling handcuff slapped his wrist.

"Those people--the ones you had to kill--they were sick," he said. "One of them tried to bite me. I shot him, and found a notebook in his jacket. May I--?"

He started to lower one of his hands, to reach for his back pocket.

"No! Keep your hands up!" she said, jerking the weapon. She still seemed scared, but was apparently prepared to arrest him. "Okay, fine," he said. "You get it. It's in my right back pocket."

"You're kidding, right? I'm not coming near you."

Billy sighed. "It's important, some kind of a diary. It doesn't make a lot of sense, something about an investigation into a lab that's been abandoned or destroyed--but it also talks about a bunch of murders that have happened around here, and the possibility that a virus has been released. Something called T-virus."

He saw a spark of interest, but she was playing it safe. "I'll read it after you put that handcuff back on," she said.

He shook his head. "Whatever's happening, it's dangerous. Someone locked all the exits, have you noticed? Why don't we cooperate, until we can get out of this?"

"Cooperate?" Her eyebrows rose. "With you?"

He stepped closer, lowering his hands, ignoring the gun in his face. "Listen, little girl--if you haven't noticed, there's some pretty freaked out shit on this train. I, for one, want to get out of here, and we don't stand a chance of doing it alone."

She didn't lower the gun. "You expect me to trust you? I don't need your help, I can handle this on my own. And don't call me little girl."

She was starting to piss him off, but he reined it in. He didn't need her as an enemy. "All right, Miss Do-It-Yourself," he said. "What should I call you?"

"The name is Rebecca Chambers," she said. "That's Officer Chambers to you."

"Well then, Rebecca, why don't you tell me your plan of action?" he asked. "You gonna arrest me? Great, do it. Call the whole force in, and tell 'em to bring heavy artillery. We can wait here for them."

For the first time, she seemed to falter. "Radio's out," she said.

Hell. "How'd you get here?" he asked. "Air or ground? How close is your transport?"

"We came in by 'copter, but. .. there was a malfunction," she said. "Not that it's any of your business. Put the cuff back on. My team is waiting outside."

Billy lowered his hands, slowly. "How far? Are you sure they're still around?"

The girl scowled. "This isn't twenty questions, Lieutenant. I'm taking you out of here. Turn around and face the wall."

"No." Billy crossed his arms. "Shoot me if you have to, but there's no way I'm giving up my weapon or letting you cuff me."

High color flared in her cheeks. "You'll do what I tell you, or I'll--"

Crash!

Windows breaking, in the upstairs compartment. Billy and Rebecca both looked up, then at each other. A few seconds later, they heard what sounded like heavy footsteps overhead, slow and even . . . Then nothing at all. "Dining room," Billy said. "And it was empty a few minutes ago."

Rebecca studied him for a moment, then lowered her weapon slightly. She moved to the foot of the stairs and looked up, her youthful face set with a determined expression. "Wait here," she said. "I'll check it out."

Billy almost smiled. He'd been in Special Forces for seven years, had learned how to shoot quite probably before she was out of grade school--and she was going to protect him?

"I thought you didn't trust me," he said. "What's to stop me from climbing out one of the windows, making my escape?"

The girl did smile, a small and cold affair. "It's dangerous, remember? You don't stand a chance of doing it alone."

Before he could come up with something properly snappy, she had turned her back and walked up the stairs, apparently determined to prove to him that she was a competent authority figure. Dumb kid; with all that was going on, proving herself shouldn't have been her top priority. He knew he should probably follow her, keep her from getting herself killed, but he wanted a minute to think. He watched as she reached the top of the stairs and disappeared around a corner, not looking back.

Like the song says, should I stay or should I go? Rebecca wanted to arrest him, but that also meant she'd have to keep him alive. And she needed his help, no question; she was too inexperienced to be out here by herself.

So who died and appointed you her personal savior? When are you gonna get it? You're not one of the good guys anymore, remember?

Running still wasn't out of the question, but he no longer felt so sure of his chances. If he'd needed more proof that the woods were hazardous, the notebook he'd found, the pocket journal of the man who'd attacked him, was more than enough. He pulled it out, flipping to the last few entries, the ones that had caught his eye.

July 14th. We heard today about the Arklay lab . . . and we're being sent in to check it out next week. Some of the others are worried about the conditions, about what might be left, but like the boss says, someone's got to take the first look. Might as well be us...

The writer went on to talk about his girlfriend, who'd be angry that he was leaving town. Billy skipped ahead, skimming the pages for what he'd read before.

July 16th . . . There's still so much we don't know about responses to the T-virus. Depending on the species and environment, only minute doses of T bring about remarkable changes in size, aggressive behavior, and brain development . . . in animals, anyway. Nothing's immune. But until the effects can be better controlled, the company's playing with fire.

Billy turned a page. July 19th. The day is finally approaching . . . I'm more anxious than I thought I'd be. The Raccoon City newspapers and TV stations have been reporting bizarre murders in the suburbs. It can't be the virus. Can it? If it is . . . No. I can't think of that now. I have to concentrate on the investigation, make sure it goes smoothly.

Changes in size, aggressive behavior, brain development. Like, say, in a dog? And that bit about "in animals, anyway." What did this T-virus to do humans? Billy was willing to bet he'd already seen the results.

"Turns 'em into zombies," he muttered. Or as good as zombies, anyway. The one he'd shot had definitely been looking for lunch. What was it that cannibals called humans? Long pig, that was it. That walking mess had wanted some long pig, no question.

Woods full of cannibals and monsters . . . he'd take his chances with the girl. She'd held her own so far, had killed at least three of those passengers and had managed to hang on to her sanity. He'd stay with her until they got out of this--and then he'd work out an escape before the rest of her team moved in, assuming there was any of her team left--

A girl, the girl screamed from overhead, a sound of pure terror. Billy grabbed his weapon and bolted up the stairs, two at a time, hoping he hadn't waited too long to make up his mind.

At the top of the stairs was a slight curve, then a door. Rebecca opened it slowly, carefully, with the muzzle of the handgun, and stepped inside.

A thin, acrid haze of smoke greeted her, and the low flicker of fire, making shadows dance on the walls. It was a dining car, like Billy had said, and had once been beautiful, the tables covered in fine linen, the windows draped with cream-colored curtains. Now it was trashed, plates and broken glass everywhere, tables overturned, the linens soaked with spilled wine and blood . .. And near the back, a lone figure sat hunched over a table, the hem of the tablecloth burning, the flames licking upward. Rebecca saw a small oil lamp smashed in front of the table, the cause of the fire. The fire was still small, but it might not be for long.

The man at the table was very still--and as Rebecca walked closer, she saw that he wasn't like the passengers below, wasn't infected by what Billy had suggested was the T-virus. He was an older, distinguished-looking man in a brown suit, his white hair slicked back, his head bent over his chest as though he'd nodded off during dinner.

Heart attack? Or had he passed out? It didn't seem likely that he'd broken a second-story window and climbed inside, but as far as she could tell, there was no one else in the room, no one else who could have made those heavy footsteps they'd heard.

Rebecca cleared her throat as she moved toward him. "Excuse me," she said, stopping next to the table, noticing that his face and hands were wet, gleaming slightly in the firelight. "Sir?"

No response--but he was breathing; she could see his chest moving. She leaned in, put her hand on his shoulder. "Sir?"

He started to raise his head, turning his face toward her--and there was a sick, wet sound, like lips smacking over something slimy, and the man's head slid from his torso and toppled to the floor.

The wet sound got louder, the decapitated body starting to shake, to bubble with movement, as though filled with living things. Rebecca stumbled backward, letting out a scream as the man's body slid apart like badly stacked blocks, great pieces of it falling to the floor. When the pieces hit, they disintegrated, the cloth of the suit changing color, turning black, becoming many things, each the size of a fist.

Slugs they're like slugs--

Slugs with rows of tiny teeth, not slugs at all but leeches, fat and round and somehow able to mimic a man, even the man's clothes . . . Not possible, this can't be happening!

She stumbled back farther, sick with terror as the individual creatures came together once more, melding into one another, the mass of abnormal, bloated things growing into a glistening tower of darkness. They reformed, took shape and color--and again became the old man she'd seen sitting at the table. She stared in shock, in disbelief. Even knowing that he was made up of hundreds, perhaps thousands of the disgusting things, she couldn't see the spaces between them, wouldn't have known that it wasn't a man except that she'd seen it form for herself. The shade of the suit, the shape and color of the body-- the only clue that it wasn't a man was the strangely shining quality of its skin and clothes.

It cocked its left arm back as though about to pitch a baseball, and then snapped it forward. Thearm elongated, stretched impossibly. Rebecca was at least five meters away, but the glistening wet hand swatted at the air only centimeters from her face. She tripped over her own feet in her hurry to get away, falling to the floor as the arm snapped back into place--then cocked backward, ready to strike again.

Gun, stupid, shoot!

She jerked the weapon up and fired, the first two shots going wild, the third and fourth disappearing into the thing's lurching body. She could see the not-flesh ripple when the bullets hit, the suit and the body beneath it undulating slightly, as though she were seeing it through heat waves off of asphalt on a summer day. The creature barely hesitated before whipping its arm toward her once more. She dodged, but the hand made contact, slapping against her left cheek. She screamed again, more from the feel of the hand than the strength of the blow--it was cold and slimy and rough, like sharkskin dipped in pond scum--and before it withdrew, it slapped at her again, this time knocking the nine-millimeter from her hand. The weapon skittered across the floor, ending up beneath one of the tables. The old man-creature took another oddly lurching step, was now close enough that its next blow likely wouldn't be so easily evaded, and Rebecca just had time to think that she was dead--

--andbam-bam-bam, the creature was staggering back, and someone was firing again and again, the unexpected sound making her cringe as she staggered to her feet. The first few shots disappeared into its form like before, but the shooter kept at it, finding the monster's aged and shining face, its shining eyes. Dark liquid flew from sudden openings in the collective, leeches blowing to pieces, and on the sixth or seventh shot, the man-thing began to melt back into its component parts, the small, black animals slithering toward the broken windows as they hit the floor.

Rebecca looked back at the door and saw Billy Coen standing there in a classic shooter's position, both hands on his weapon, his gaze fixed on the monstrosity in front of them as it finished its silent collapse, becoming many once more. The leeches continued to make for the windows, sliding on trails of slime over the debris-littered floor and up the stained walls, slipping effortlessly over the jagged edges of glass and into the storming night. They had finished their attack, it seemed. A strange, high singing drifted in over the sound of the rain. Still in shock, Rebecca walked to the window, carefully avoiding the remaining leeches as they streamed out of the car, retrieving her weapon before looking out to find the source of the singing. Billy joined her, making no effort to step over the strange creatures; several popped wetly beneath his boot heels.

In a flash of lightning, they saw him. Standing on a low hill west of the train, a lone figure--male, from his height, from the width of the shoulders-- raised long arms, a gesture of welcome, and sang in a surprisingly sweet soprano, his voice young and rich and strong. Latin, like something from church. As if that weren't bizarre enough, he seemed to be standing in a low, shallow lake, the ground rippling slightly all around him. It was too dark to see well, only deep shadow and silhouette marking the lonely singer.

"Oh, Christ," Billy said. "Look at that."

Rebecca felt the hairs on the back of her neck prickle, her mouth turning down in a grimace of disgust. There was no lake. The ground was covered with leeches, thousands of them, all moving toward the singing young man. She could see the hem of his long coat or robe flapping as the creatures flowed upward, disappearing beneath it.

"Who is that guy?" Billy asked, and Rebecca shook her head. Maybe like the old man, made from the creatures--

The train lurched suddenly. A rising, heavy mechanical sound filled the car, the floor vibrating beneath their feet--and then the train was moving,] slowly at first, quickly picking up speed.

She looked at Billy, saw the same confused surprise on his face that she knew she wore, and for the first time, felt something besides angry disdain for the criminal. He was stuck in this--this nightmare, same as she was. And he did just save my life . . .

"Still handling things yourself?" he asked, smirking, and she felt the tenuous bond between them disappear. Before she could say anything, though, he seemed to realize that his passive-aggressive stab at humor wasn't what the situation called for.

"I think we could both use a little help here," he said. "How about it? Just until we're out of this, all right?"

Rebecca thought about the viral victims she'd seen, those she'd killed, about what Edward had said, that the woods were full of zombies and monsters. She thought about the man made of leeches, and their strange, singing master out in the rain, and finally about the fact that someone, or some thing had started the train. Even if Enrico and the rest of the team were still alive, they were falling farther and farther away by the minute.

"Yeah, okay," she said, and though his grim and arrogant demeanor didn't change, she thought that Billy was relieved. And she knew that she was.