They walked over the dam in the rising light, the deep blue of the early hours giving way to a soft, faded gray that hid all but the brightest stars.

Rebecca walked quietly alongside Billy, noticed that the clouds were clearing out. It would be another hot summer day, though at the moment, she was doing her best not to shiver; the sun wouldn't be up properly for another half hour, at least. She was tired, more than she could ever remember being, but just knowing that the long, horrible night was finally at its end, that a new day was here, was enough to keep her from flagging.


At the end of the dam walk was a short ladder leading to a door. The went up, Billy first, and stepped into a turbine room, more rusty metal railings around cement walks and heavy piped equipment lining the walls. There were two doors. The north door dead-ended in a storage room. The door to the west was standing open, led through a long, fenced corridor to another door.

"Keep going?" Billy asked, and Rebecca nodded. It was probably another dead end, but she wanted to keep from having to go back the way they'd come for as long as possible. They'd witnessed enough death and destruction already; she didn't want to have to go back for seconds.

She paused as Billy started down the walk, noticing a silvered edge to the heavy door. It was reinforced with steel, and there was a keycard reader next to it. Someone had wedged a stick under the bottom of the door to keep it open.

A wet stick, she thought, reaching down to touch the glistening wood. When she pulled her hand away, slender strings of goo clung to her fingertips, stretching away from the stick.

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For a half second, she had a confused idea that for some reason, the leeches had propped the door open--then shook it off, reminding herself that there were leeches all over the facility. She wiped her hand on her vest and caught up to Billy, who was almost at the far end of the walk already, reloading the Magnum.

The door was unlocked, and Billy pushed it open. Another cement and metal entryway, leading down another short hall. Billy stepped inside, sighing, Rebecca sighing along with him. Would this place never end?

The room smelled like a beach at low tide, though they couldn't see anything from the entry, the room opening up just out of sight. They'd taken two steps inside when they heard the click of a lock, the door sealing behind them. "Automatic lock?" Rebecca asked, frowning.

Billy stepped back to the door, rattled the handle. "It was closed before. Doesn't make sense that it would lock after we came through--"

Rebecca heard something then, a low sound that made her heart skip. The sound quickly rose, became a deep, cackling laugh from the room beyond the entryway.

Without a word, she and Billy walked away from the door, both of them holding their weapons tightly, stepped around the corner--

--and froze, staring at the vast sea of life that surrounded them, that seemed to cover every square inch of wall, that dripped and crawled across the ceiling, the floor. Leeches, thousands of them, hundreds of thousands. The room was a large one, high and wide, split by a small corridor that ran along the back wall. Incinerators lined a central construct that rose to the ceiling, openings in the metal showing flickers of fire. There was a big metal door on the south wall, set back into a recessed doorway, which appeared to be the only other way out--if they wanted to run through all those leeches, which Rebecca most definitely did not. The cavernous space was bi-level, a catwalk encircling the central construct, an open fire at one side of the upper walk casting a flickering glow over the black, bubbling sea that washed across the room's every nook and corner--and on the walk, a lone figure, a tall, broad-shouldered young man, laughing, his strong, strange voice carrying in the salt-scented, rotten air.

"Welcome," he said, and laughed again, a leech curled on each shoulder, others trailing down his extended arm. He was surrounded by the creatures. "So glad you could join us. You're the guests of honor ... After all, this is your wake."

Rebecca only stared, stunned into silence, but Billy took a step forward, raising his voice.

"You're his son, aren't you? Or his grandson?"

Rebecca knew immediately who he was talking about, and found herself nodding. Of course . . .

"That's right," the young man said, smiling widely, a fiendish smile. "In a way, I'm both."

He made a shrugging motion with his arms--and changed, the transformation rippling over his body like water, like a movie effect. His long, dark hair shortened, turned white. His youthful features melted into aged ones, lines and creases forming, his eyes changing color, the pupils enlarging. In seconds, he was no longer the young man, though his smile was just as cold, just as brutal.

It was Billy's turn to be silent, as Rebecca breathed out the name, unable to believe that it wasn't another trick, another false face. "Dr. Marcus?"

The man on the catwalk nodded, and began to speak.

"Ten years ago, Spencer had me assassinated," he said, the memories flashing through his hive mind, the children remembering for him. The images were blurred and dark, indistinct in shape and color, but the feelings were as clear as they had been on the day he'd lost his life.

He had been expecting an attack for some time, but it had still come as a surprise. He'd been working in his lab, the children playing in the pool at his feet, when the door burst open--and then there was gunfire, loud and final. He remembered the pain as he fell to his knees, clutching at the holes in his chest, his gut--and remembered seeing two familiar faces, the men walking into the room, his brilliant disciples, his best students watching as he gasped his last breaths. Albert Wesker and William Birkin, both smiling, smiling!

He remembered the sense of loss, the incredible anger that clawed to the surface of his dying mind as his body fell, splashing into the pool, the children scattering as everything went to black ...

... and then the memories changed, became the thoughts of the many. He could see his own face and body, half submerged, pale and ugly in death, but loved, so very loved by the hive mind. He had been their God, their creator and teacher, their father. They swam to him, wormed between his sagging lips, wiggled and strained to enter the gaping holes that had been blown through his poor flesh.

Marcus found his voice, telling the two stunned watchers what they needed to know, to understand. "They left me to rot, took my notes and closed my lab, leaving it all to the ruin of time. They didn't understand, you see. Time was what was needed. It took years for the T-virus inside my queen to reconstruct, to evolve ... And to become the variation that created what I am now."

He smiled, relishing their mute awe, enjoying his moment in the sun of their wonder. "So, you are correct. I am Marcus, but I'm also Marcus's son, and grandson--and every other extension, all other offspring, the union between Marcus and his queen. My queen. She lives inside of me. She sings to her children."

At the intensity of his joy, his triumph, the children surged toward him, swam up his legs, tickled their way across his most familiar form, that of James Marcus. He reveled in the feeling, laughing aloud at the revulsion that crossed the faces of his two young guests. If only they knew! The phenomenal rapture he felt as part of the hive, its leader and follower--Marcus's death had freed him, had made him far greater than his human life ever would have allowed.

"I scattered the virus," he said. "The world will know, now, what Umbrella has done. What Spencer and his stupid greed have contrived. Umbrella will burn, but Marcus will be hailed as a god for what he created. I am the archetype of a new man, far superior to the lonely pattern of humanity; the world will seek me out, will beg to join the hive, to unite as one mind, one all-powerful being!"

The man, Billy, spoke again, his face curled in loathing, his voice tight with it. "You're dreaming. You're a sick, twisted freak, whatever you are--and the world will seek you out, but only to kill you, to put an end to your insane delusions!"

Such a fool, so self-righteous in his own stupidity! A great anger rose in him, in the children, tainting his joy. He could feel his body quake with it. "We'll see who's going to die," he said, his voice trembling with anger--

--but it was no longer Marcus's voice, he had be-come the young man again, the children's vision of Marcus as a youth. He frowned, not sure why he had changed, or how--he had not wished it, had not sung or willed the shift in form.

The children swept through him, swollen with his anger, ignoring his inner commands, and for the first time since he'd crawled from the pool only a few months ago, since the hive had given him his new life, he had no control over it. The many would not listen, wanted only to smite the intruders, to squash them.

The young man felt them rising to his throat, spilling out like bile, choking him. He tried to hold on, to exert his influence, but the anger was too big, too all-encompassing. He was changing, becoming something entirely new, and his struggle for domination was washed aside, lost to this new thing. The queen! He could feel her consciousness filling him, her creative power surging forth, carried by the children to every part of his metamorphosing form. She wanted to kill, to destroy the two humans who dared to judge her, and she was far stronger than even he had imagined.

The thing that had once been Marcus had no choice but to surrender, to become the most powerful player of all. To become the queen.

Marcus started to change once more, in a way that seemed to surprise him as much as it surprised Billy. Leeches began to pour from his mouth, gagging him, dozens of them sliding out in a rush of slime, hitting the floor like fat raindrops. The young man's eyes were wide, his expression one of disbelief as he continued to choke out the slick fall of leeches.

As soon as they hit the floor, the creatures rushed back to the young man, swarming up his body, attaching themselves, burrowing into him. Round shapes moved beneath his skin, tunneling, changing the shape and texture of his flesh. His clothes melted away as the leeches continued to swarm, giving his body a strangely rubbery appearance, his arms and legs starting to look like great masses of fat worms twined together. His face elongated, stretching, the skin tearing to expose ribbed striations of purplish muscle tissue, throbbing, turning thick and wet with goo.

Next to him, Rebecca drew a sharp breath as the Marcus-creature lost its human appearance entirely, its whole body made up of those fat worms now, stuck together by dripping webs of clear slime. It grew in size as well, the leeches near it joining the multitude, adding mass and height. Long, stringy tentacles shot up from its back, whipping around like streamers in a high wind, the color of inflammation, of infection.

"The queen," Rebecca breathed. "She's taking control."

Billy pointed the Magnum at the growing creature--

--and the thing flew upward, leaping straight into the air. It hit the ceiling with a huge, wet smacking sound and clung there a moment, dribbling thick fluids to the floor far below. Except for having four limbs, it no longer looked remotely human.

Billy fired at the ceiling but it was already gone, dropping to the floor in front of them, condensing slightly as it hit the ground like some giant rubber toy. It--she--stretched out again, towering over him and Rebecca, those dark tentacles snapping around toward them, reaching for them.

He and Rebecca both stumbled back. Billy felt his boots sliding as he stepped on any number of the leeches that still covered the floor, heard the soft, fat pop of each creature beneath his heels. Rebecca grabbed his arm, almost falling as she, too, slipped across the blanket of leech bodies.

The deaths of her ghastly children had an immediate effect. The leech queen pulled her tentacles back and let out a scream, a strange, high, warbling wail like nothing on earth, a sound made all the more horrible by its complete alienness. All of the leeches in the room started toward her at once, moving away from Rebecca and Billy, clearing a path from beneath and behind their killing footsteps.

The leech queen continued to grow as the small bodies packed on, joining together with the core creature, her size almost doubled in less than a minute. Billy shot a look over his shoulder, saw that they were going to dead-end back at the door they entered by if they let the monster choose their path, in the most literal sense of the word. At the room's south side was a closed door set into a kind of recessed entryway. There was a sea of leeches separating them from it, but the sea was on the move, flowing toward the growing Marcus-queen monster. She seemed oblivious to their presence as she packed on more of her hive, swelling to gargantuan size in a soft, sloshing whisper of liquid movement.

"South door," Billy said, keeping his voice low as they continued to slowly back away. They had to act now, fast, or their chance would be gone.

"If it's locked?" Rebecca whispered back.

"Gotta risk it," he said. "I'll cover. On three. One ... two ... three!"

Rebecca broke and ran as Billy opened fire, pouring rounds into the giant, bloated body of the queen. She screamed, her high wail taking on depths of pain, of hate, and shot a handful of tentacles at him, the appendages moving lightning quick.

They grabbed him, lifted him into the air. Billy lost the Magnum, couldn't get to his handgun as he was wildly shaken, his head snapping back and forth, his arms pinned by the creature's brute strength. Her tentacles curled around his chest, tightening like a vise, squeezing so hard that he couldn't draw breath. After only a few seconds, he could feel himself blacking out, the shaking world fading to brilliant spots of darting black.

He heard the sound of the shotgun--and the monster was screaming again, dropping him, spinning around to face her new attacker. Billy crashed to the floor. He ignored the pain, scrambled for the Magnum as a hundred leeches crawled toward him, as Rebecca fired again and the monster started for her, tentacles lashing all around.

Billy got to his feet, saw that Rebecca had her back turned. The second blast hadn't been aimed at the monster at all, but at a standing control console next to the south door. She fired again, kicking at the door at the same time. It flew open, but the queen was almost upon her, easily twice her height, heavier by far, she'll rip her apart like a paper doll--

"Hey!" Billy screamed, no time to reload the Magnum, had to get her attention fast--

--and he leaped into the nearest wave of leech bodies, jumping up and down, kicking and stomping as hard as he could. They burst by the dozen, spilled ichorous blood and goop across the floor, drenching his boots. He danced on their dying bodies, feeling a fierce, uninhibited satisfaction as the leech queen spun again, howling in distress.

He saw Rebecca make it through the door, had a half second to be glad about it--and then the monster was snatching him up again, throwing him across the giant room in a blind rage.

Billy slammed into the back wall. He felt a rib crack, then he was falling, landing heavily on the cement floor. It drove the wind out of him, but he was on his feet again in a second, running for the south door, leeches popping underfoot as he struggled to breathe.

The monster was about the same distance from the door as he was. Billy saw that he wouldn't make it, that she would get there before him, and sent a silent plea to Whoever might be listening, that Rebecca make it out alive--

--and then he saw her, not behind the south door at all, but half across the room, her shotgun trained on the leech queen, her back to the central incinerator. Billy realized that she must have run out again while the monster had been busy throwing him against the wall. He screamed for her to get back to the door, but she ignored him, firing at the queen as she charged toward Billy. With each shot, handfuls of leeches flew from the massive body, but for every one lost, a half dozen more were clambering on. On the fourth shot, the queen turned toward her, hesitating, as if unable to decide who to go after.

"Get in!" she shouted. "I'm on my way!"

Billy ran for the door, hoping to God she had a plan. She continued to fire at the creature, pump and shoot, pump, shoot--and then there was nothing but a dry click that Billy could hear across the room, the sound of inevitable defeat.

The leech queen heard it, too, and started for her, her body continuing to grow, to pick up mass as she lurched wetly forward. Billy had reached the south door and stood there, adrenaline pouring through his body, fumbling through his pack for the last two Magnum rounds.

"Run!" he shouted, but Rebecca ignored him, not moving at all. She wasn't reloading, wasn't even reaching for the handgun as the queen approached. Instead, she hefted the shotgun by its barrel, stepped back so that she was touching the incinerator wall-- and drove the heavy stock through the sheet metal of a heat duct, popping one of the panels out with an aluminum crunch. Burning matter spilled out across the floor. Rebecca jumped into the midst of it, kicking wildly, driving lumps of flaming synthetics and rubbish into the nearest wave of leech bodies.

The queen shrieked, ceased its advance, still well away from the sudden fire. Scorched leeches scurried to their father-queen, tried to climb the towering body, to find solace there, but brought pain with them as they flocked together, attaching to the mobile hive. The queen's shriek grew in intensity as smoking, burning leeches joined her, damaging her, making her writhe in what Billy hoped was insufferable agony.

Rebecca saw her chance and took it, running for the south wall as the queen tore at herself, screaming. Billy emptied the revolver on the floor, dropped the last two rounds into the chamber and snapped it closed, holding it on the queen as Rebecca ran past her--but the queen was beyond caring, at least for the moment, parts of her insane body turning black, melting, running like molasses to pool on the smoldering floor.

Billy kept the Magnum trained on the contorting queen until Rebecca was past him and through the door. He quickly backed in after her, and she slammed the door closed.

He took a deep breath, felt the pain in his ribs, in his arms and legs, his head, a dull agony in every pore of his body--until he turned around, and saw what Rebecca was pointing at, a smile of surprised delight on her shocked, smudged face. His pain dropped away, became nothing but a nagging background to his own sudden relief.

They'd shut themselves into a platform elevator shaft. One that went up--and from the depth of the wide tunnel that stretched away from them at a diagonal, leading toward a circle of light far, far above, the platform appeared to go all the way to the surface.

They grinned at each other like children, too dumb with happiness to speak, but only for a few seconds. Their smiles broke as the dying queen roared, her horrible voice carrying from the next room, reminding them how close they still were to dying themselves.

Without saying a word, they ran to the platform, ran to the standing console that controlled the elevator. Billy studied the switches for a beat, then, with a silent prayer for deliverance, snapped the power on. The platform started to climb, carrying them up and away from the nightmare. Or so they believed.

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