Disclaimer: Resident Evil and the character Billy Coen are copyrighted by Capcom. The author of this work is making no profit from this fan-fiction story and is not challenging the status of the copyright holders.

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"... it's like a god-damn mine field," I finally hear him whisper. His hand reaches back towards me. "Give me that Glock you've got."

It takes me a second to realize he's talking about the handgun. I don't like the idea of giving up my immediate defense, but he's the expert here, so I do. I take some of those spare clips he gave me earlier and put them in his back pocket before he steps away from me. Billy plants his foot on the back of one of the bodies and shoots it through the head. I jump as it gives out a last, wheezing sound like a gasp.

Fuck me running backwards with a fork and a sandpaper condom! These things are laying in wait! When the FUCK did they start doing THAT?

“Stay here,” he tells me.

I'm looking at the back of his head like I wanna shoot it. “I'm not going anywhere. Hell, I won't even going to give you the middle finger you deserve for not warning me about this.”

I am not moving from my spot while he goes around and takes care of each one. In fact, I don't even twitch just in case. It's not until I hear him call for me that I hobble to where he's standing. Billy gives me back the gun along with the empty clips before sliding off his leather jacket. The loss of the covering reveals a rather elaborate tribal-like tattoo down his right arm. I study it for a second, which is all the time I have, before he takes his jacket and tosses it over the top of the barb wire.

While he's doing that, I get a good look around where we are and spy something. I edge closer, even though the zombie nearby is missing half its head, and kneel down. My eyes watch for any sign of movement as I pull my prize closer to me.

Once I get it into my hot little hands, I back away carefully and go to where Billy's standing. He gets this pleased little smile as he takes the shotgun from me and looks it over, checking to make sure it's not damaged. "Looks all right. Go ahead and load it up."

Now THIS I know. I dig out shells and start putting them to use, loading it to capacity. Once I'm done, he takes it and tosses it over the fence so I won't have to fight with it along the way. Then, he locks his hands around my left calf to keep from putting pressure on my ankle, and helps me over the fence.

As I come crashing down on the other side, I get a good series of grazes and scratches for my trouble. My choice of swearing is nothing compared to his, however, as I look through the link fencing to see Billy's arm, the one without the tattoo, bleeding freely. "Are you all right?"

"Got bit by the fence... I'm all right." He grabs the top of the fencing, under the barbed wire, and pulls himself over. Billy's landing is far more graceful than mine, but he helps me back to my feet and puts the shotgun in my hands again. "Let's get going," he tells me.

I'm looking at the blood oozing down his arm. "That needs to be wrapped before we go anywhere." After that, he reclaims his jacket and slides his arms back into it.

He gives me a look and then shakes his head as he's zipping it up. "Fine... but not out here."

Unfortunately, the noise he made when dealing with the zombies in the parking garage has brought even more to our position. So, getting somewhere to tend his wound is proving to be a bitch. Launching a grenade into the back of the small crowd thins it out fairly well, though.

Between the shotgun in my hands and Billy's precision, we get out of that mess so we can find another safe place to squat for a bit. Not easy in this area. We're still in the mostly business district, so the buildings aren't really set up to keep out zombies en masse.

So nothing can get a solid lock on us, we just keep moving. I really don't like the idea of another one of those fucked up skinless obscene tongue-flicking things catching up. That was... I shudder thinking about it.

Regardless of being a gimp, I'm TRYING to be useful. I know the town, which helps some, but other than that, I feel like a third leg... Worse than that, a BROKEN third leg. Billy has to be thinking some pretty shitty things about me right now; especially after my breakdown at the police station.

It's when I come out of this mental meandering that I realize where we are – outside one of the smaller strips of shops. My brain and body skid to a complete halt as my eyes settle on one of them. Billy must have sensed that my Igor shuffle stopped because he turns to look at me.

"What is it?" I know he wants to keep moving, but my thought processes just kicked into overdrive.

He takes a couple of steps after me when my hobble redirects to one of the clothing shops. "Where're you going?"

I flick a glance over my shoulder but keep moving. "Time for an upgrade, Billy."

This shop is one I know and know well. It's where I got my jacket. It deals exclusively in leather goods. He follows after me and I hear an exasperated sound.

"Billy, those zombies couldn't bite through the leather. Consider it armoring up." This ten minute stop could mean I survive a while longer tonight. I'm NOT passing that by without so much as a look-see.

The door is still unlocked as I pull on it, thankfully. Less noise, less worry. The reason I gave my put-upon partner is only one of two. My brain's been chewing on this whole situation since it began.

So many hours later, it spewed out something that might be useful.

From minute one, the zombies have been acting like a group of predators. They don't attack each other, only non-zombies. Why? How is it they know the difference?

It could be any number of factors, honestly. They're mindless, but still devious if the parking garage was any example. But, I've noticed a few things besides this.

Such as their tendency to stand still until food comes around. An almost pack "mentality." Laying in wait on the floor...

Billy and I, by now, HAVE to be reeking of blood. We both have taken a few injuries since we met. It's in our hair, on our skin, and... in our clothes.

Changing clothes and washing up COULD make a difference.

... I hope.

The Marine follows me inside and takes a cautious look around. He wants to make sure we're not going to be surprised. Fine, I can deal with that. Meanwhile, I'm already hobbling over to one of the racks for a new jacket. It takes all of a whole minute to find one that'll fit me no problem.

It takes another two to find something that'll fit Billy and I toss it over to him. "Here," I say as a curt warning.

He catches it and looks down at it blankly before looking over at me. "What's this for?"

"It's a duster in your size, hotshot. What do you *think* it's for?" I shake my head and start hunting around in the leather pants section. Jeans are a definite no-no tonight... even if I'll feel self-conscious as hell in tight-fitting, sleek, sexy-smexy leather.

"I have a jacket," he tells me as I'm shifting through the racks. I want to grit my teeth at the way he says it, like I'm a fucking moron.

"Yes, you do, but the duster has more pockets to hold ammunition in." I look at him briefly. "Backpack or not, I can't carry everything. The bad ankle has said so; vehemently."

Did I fail to mention that I think the duster would be sexy as hell on him? I did, didn't I?

Oops, my bad.

He slips off his jacket and tries on the duster, shifting his arms to make sure he's got free movement. I guess he decided he did, because he begins the transition of possessions when I manage a pair of leather pants in my fat-assed size.

"Pants and shirt, too, Mr. Marine."

That gets me a look. NOW his brain's catching up a little bit to my thought processes. "Why don't you tell me the real reason for the stop?"

Reasonable question asked in a straight-forward manner. I'll be good – this time. "I've been chewing on this whole bullshit problem since I saw them attack Officer Lopez. The zombies are acting like animals-"

He interrupts me with a little bit of sarcasm. "No shit?"

"Shut up and listen a sec," I snap back, turning my eyes to him again. "They hunt in packs, they ambush, and somehow... they track on us when we come around. I don't think it's just the noise. Why don't they attack each other if they're so hungry?"

I see Billy's face alter at that, now he's thinking about it. Good. He won't interrupt with a smart-assed comeback.

"It can't be just the noise. I think they can smell the blood. We've got it all over us, Billy. I think maybe, just maybe, if we change clothes and wash up, we might be a little harder to track on."

Billy complies to my order of several minutes ago just as I finally find a pair of leather pants to fit my ass. Also good. He's taking me seriously. I hope this means I've gone up a few notches on the 'deserves to live through the night' ladder.

We duck into an enclosed break room at the back of the shop. There's a comfortable couch, which I gratefully sink into as soon as he gets the door closed and barricaded. Yea, gods, but I feel a mess.

Billy finds a mop sink in there with us, thankfully. I turn around to give him privacy as he uses it to give himself an improvised little shower, busying myself by taking another darvocet and clearing all the assorted and accumulated crap out of my pockets. We ain't staying here that long so we're not particularly worried about watery messes on the floor. It's not like the shopkeeper's going to give a damn, we both figure.

Once he's done, I hobble my ass over to do the same. Goddess above, but it feels GOOD to get the sweat, blood, and whatever else off my skin. I use the small container of hand soap nearby as a shampoo to make sure I get my hair nice and clean, too. I chuck all my old clothes away and put on the newly yoinked garments.

His arm is still bleeding, though, and I need to take care of that. If he contracts the aforementioned virus, I don't have a prayer in hell. So, I limp over to the couch and settle down again. "Get your ass over here and sit." Billy complies to my demanding request while I'm pulling out the medkit. Thank the gods he's not one of those "I don't have time to bleed" kinds of military guys.

The light in here sucks shit, which isn't going to make working on this any easier. Taking a paper towel from the stack near the sink in the small room, I use it to catch the peroxide I send running down his arm. I hear him hiss in a breath and feel bad for the pain I'm causing him, but I need to make damn sure the injury's clean before I can do a thing with it.

"Three plus hours and we're still alive... the night's looking up," I say, trying to distract him from what I'm doing. I know that peroxide has to be burning like a bitch if he's making noise. "May as well take a smoke break while I'm working you over..."

Billy reaches into my jacket and takes out the pack, sparking up a cigarette as I continue to work on cleaning out the gash. I can see that set to his jawline, the one that tells me he's hurting but isn't trying to show it. "Thanks," I say after a few more minutes of quiet, my eyes locked on the wound.

"Don't mention it," he tells me, his own eyes looking at some point on the wall.

"I know I'm slowing you down, Billy," I whisper after a moment or two, my eyes not leaving the injury to his arm. "But, you're the only person around here that's not dead-dead or moving-dead... There's even cops out there... and, if they couldn't protect themselves, that didn't say much for my chances." My gaze flicks back up to his face briefly before going back to the job-at-hand.

"Hopefully, when it all shakes down, I'll have proven myself worthwhile before this is over." He's quiet for a few beats. I don't know what he's thinking. Not sure I want to know. I see him take another pull from the cigarette and then, as he exhales the smoke, he responds. "Don't worry about it. No matter what I may say, I wouldn't abandon you." Billy looks down at me for a second, pausing as he watches what I'm doing. "That you got this far says something, I think."

I snort at that. "Yeah, that I'm too stubborn to die easy... scared little bitch or not." I take out some alcohol pads and use them to clean my fingers before prodding at the wound carefully, earning another hiss of pain. Something's not right in there. "Can I see your lighter a sec?" I'd just use mine, but his is a Zippo type and won't require me to constantly have to depress the gas button.

I see the hint of a smile on his face, despite his current pains. "So, do you put every guy you meet through this or am I just lucky?"

"Actually," I answer with a bit of a chuckle, "I prefer feeding them good food, cuddling up to them during movies on the couch, picnics... You just caught me on a bad night and I had to improvise."

The flickering light is enough to let me see what we both missed before. There's a strand of the fence embedded in the arm. "Shit, no wonder it's still bleeding. You decided to take a piece of that chain-link fence with you." I close the lighter again because I can see it's sputtering, which means it's running out of fluid and right now conservation is a rule.

"Joy. Another souvenier." I almost want to laugh at his sarcasm.

"Well, gimme a minute and it'll be one you can carry in your pocket rather than your arm." I dig into the medkit for a pair of tweezers. Thankfully, they look like one of the better kinds so they'll work for the task at hand. "Can't do much for painkilling, though... so don't wuss out on me, Mr. Marine."

He snorts at the joke a little and then braces himself for the pain we both know is coming. "Just do it."

Now that I have something to focus on, my hands are surprisingly steady. Or, at least, steady enough to accomplish this little job. "So, are you this cheerful with every girl you meet or did I just catch you on a good night?" I'm not trying to get a rise out of him, just distract him again.

I can see the muscles in his jaw tighten and his eyes close for a brief moment. "Not every girl. Just the ones I meet on moonlit streets with zombies shambling the land..."

"Gee, don't I feel lucky." I'm really not trying to cause him pain, but it's not like I can do any better under the circumstances. "You know, I shouldn't bitch too much... It's been a long time since I was able to get this close to any guy I deemed reasonably attractive." Shit... the little fucker's hooking on something. I try to gently turn the strand and get it unhooked.

My reward is a hissed intake of breath, but he gamely goes along with what I'm trying to do. "What, only reasonably?" The question is asked with an almost cute little grin.

"Oh, no. I'm not stroking your ego when I need you level-headed. Get me out of this alive, though, and I'll willingly stroke your ego as much as you want," I tell him as my hand moves to a spot on his arm just above the injury and my fingers rub against it carefully. Hopefully, that'll help soothe away some of the worse sting.

"Be careful. If we both survive this, I may just hold you to that."

"I don't go back on my word, Billy." There, it's finally out. I drop it to the floor next to us and pick up the peroxide again so I can soak a cotton pad. "Just... do me a favor if we survive this..."

"What's that?" His tone of voice softens a bit now that he's not having to fight off the worst pain I've ever given anyone in my life... well, unintentionally, anyway.

My voice is somewhat quieter as I brush the pad over the gash again, clearing it out now that the metal's gone. "Stay close for a few days... so I don't lose it in the aftermath?"

"You got it... but only on one condition." Billy looks over at me, managing to keep from making too much more noise at the sting of the peroxide.

"Name it."

"We get fast food and a bottle of Jack... after this, we'll deserve it." Somehow, I don't think he's joking around there... and I think I'm inclined to agree with him.

Now that it's clean, I start padding the gash with gauze and wrapping it. "You like Chinese?" I make sure to keep the bandage tight enough to prevent the wound from bleeding out too badly, but not so tight it cuts off circulation before I tape it off. "I think I want Chinese after this..."

"Sounds good to me."

My fingers pluck up another cotton pad and I soak it so I can tend to my own minor woundings. Before I get far, though, he takes it from my hand and brushes it against a cut on my cheek. "Sit still and let me patch you up, okay?"

I feel the sting, but I'm so used to peroxide anymore, it doesn't really phaze me. "Not much to patch up... just some scrapes and scratches." My eyes are drawn to his face, to the concern I see there.

"Maybe... but they still need tending." His eyes lift momentarily to my forehead and Billy frowns at something he sees. "When did you hit your head?"

I blink and lift my hand, wincing slightly when my fingers come in contact with a bruise. It takes me a moment to replay the events leading to now and the best answer I can come up with on how the bruise came to be is when that obscene tongue-thing struck out at me. He wants to know, but I don't want to tell him. He seems like the kind of guy who'd feel bad about something like that.

I hesitate, but the look on his face tells me I'd better not screw around with him. "I... I think when I hit the desk." I see his frown deepen. He knows when and where now.

"I'm sorry about that," he whispers, dragging his eyes back down to the cut on my cheek. Billy's face has gone into this neutral mask, which tells me he's closing up. I don't want that... we won't get along if he does that again.

"Better a bruise on my head than a hole through my chest, right," I ask him, trying to pry him out of that armor again. His eyes meet mine for a brief second and then Billy nods mutely. "It's just a little bruise," I tell him with a lop-sided grin even though I haven't seen it yet. "I'm not concussed and we're both still alive, so I'm not going to worry about it."

Billy accepts that, I guess, because his face is relaxing a fraction. He douses the cotton pad with more peroxide and then swipes it against a nasty looking gash across the back of my hand. "How's your ankle?"

"Feeling like someone took a hammer to it," I answer honestly. It occurs to me that Billy doesn't interact with people much. It also occurs to me that he misses it, but probably feels that it has to be this way for some reason.

There's only one reason I can think of, given all the clues of the night... He's on the run.

"It's safe here, so you can take a rest," Billy says while wrapping a bandage around my hand. He's trying to sort things out as he works, I think, because I watch him rake his hand through his hair before he moves onto the rest of my itty-bitty pains.

"You look rattled, Billy," I say after a moment of studying him. My undamaged hand pulls out a cigarette and I light it before handing it over. "Here... do some more damage to your lungs and settle down a bit."

Billy frowns as he takes the smoke and looks at me oddly. "I'm fine," he says before drawing off the cancer stick.

"I know 'fine' and what I'm seeing is nowhere close," I shoot back without missing a beat. "Think of it like a herd of beasts. When the barney-badass alpha male starts freaking out, everyone else will follow suit."

His blue eyes focus on me after a few seconds and then he nods. "Point taken." Billy decides to change the subject, thankfully. "So, before tonight happened, what did you do?"

"Secretary by day, writer by night," I answer as I relax against the back of the couch, watching him tape off the bandage around my hand.

He chuckles a little and shakes his head. "Think of it this way, you'll have one hell of a story to tell when this is done."

"Sure," I shoot back gamely, "there's just one problem... Umbrella'd bury me before it ever saw a publishing date." Me not stupid, me know what big corporations who dabble in illicit activities on the side are capable of. Offing a little writer like me? Easy.

"Maybe."

"Maybe my ass," I retort. "The problem with organizations like this is that you can't ever really get all of them. They're like a malignant cancer... they never completely go away."

"Tell me something I don't know," Billy snorts, dropping the spent cigarette to the floor and stepping on it.

"When I'm not writing or working, I like video games and Japanese anime."

That earns me a look. "Shit. Are you always so literal?"

"Only when I'm trying, by sheer force of will, to keep myself from breaking down into total hysterics." I respond, lighting up a cigarette of my own. "It's my way of coping... which is better at the moment than getting shit-faced drunk."

"I'd hoped to never see something like this again, myself." Billy admits, settling down on the couch next to me. The look on his face speaks volumes, but I think I want to hear the whole story of what happened.

"Well," I tell him while putting the pack of cigarettes between us, "I think we've got the time and smokes for it... Why don't you give me the rundown?"

And, for the next while, I simply listen as he spins this story that's just so unbelieveable... but it has to be true because I've seen several bits of evidence already. Billy and some girl, a rookie member of S.T.A.R.S., having to fight their way through a forgotten Umbrella training facility, a water treatment plant, and an underground laboratory.

So far as he could tell, they were the only survivors out of that whole mess.

I'm stunned speechless before he's done, my cigarette long since burned down to the filter. I flick it away, thinking, and not coming up with good numbers for my benefit. S.T.A.R.S. are kinda like S.W.A.T. and that doesn't add up to positive odds when it comes to this little writer.

I think I'm Class-A screwed here.

"That's why I wanted to get you out of here," he says finally, his eyes boring into me.

"I told you before that the safest place in the world right now is keeping you in arms' reach. The last several hours has not changed this fact." Don't get all protective on me, Mr. Marine. It's endearing to a point, but it gets annoying once it goes past that.

He almost growls, taking out another cigarette and striking it up. "You're impossible, you know that?"

"No," I retort in frustration, "I'm not impossible. I'm scared. Shitless. Besides, the way things are looking, there IS no way out of town and hasn't been for a while. I can't exactly hoof it on the highway, can I?"

"Are you *trying* to make things worse," he grinds out as the hand without the smoke rakes through his hair.

"No. The near-death experiences are just making me a bit more open to reasonable suggestion. Since you're a former Marine, you've got less patience than most uniformed service people with clueless civilians."

"Once a Marine, always a Marine... currently enlisted or not." I guess Billy's correcting my beliefs on his being a "former" Marine there.

"Fine. Since you're EX-military, USMC division, you've got less patience than most uniformed service. Is that better?"

"Much. Thanks."