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Resident Evil: Apocalypse is a 2004 action horror film directed by Alexander Witt and written by Paul W. S. Anderson. A direct sequel to Resident Evil (2002), it is the second installment in the Resident Evil film series, which is loosely based on the video game series of the same name. The film marks Witt's feature directorial debut; Anderson, the director of the first film, turned down the job due to other commitments, though stayed on as one of its producers. Milla Jovovich reprises her role as Alice, and is joined by Sienna Guillory as Jill Valentine and Oded Fehr as Carlos Olivera.

Resident Evil: Apocalypse is set directly after the events of the first film, where Alice escaped from an underground facility overrun by zombies. She now bands together with other survivors to escape the zombie outbreak which has spread to the nearby Raccoon City. The film borrows elements from several games in the Resident Evil series, such as the characters Valentine and Olivera and the villain Nemesis. Filming took place in Toronto at locations including Toronto City Hall and Prince Edward Viaduct.

Resident Evil: Apocalypse received "generally unfavorable reviews" on Metacritic, and became the lowest-rated film in the Resident Evil series on Rotten Tomatoes, with a rating of 20%. Earning $129 million worldwide on a $45 million budget, it surpassed the box office gross of the original film. It was followed by Resident Evil: Extinction in 2007.


In the previous film, former security operative Alice and environmental activist Matt Addison fought to escape an underground genetic research facility called the Hive, the source of a zombie outbreak. The pair were part of an attempt to expose illegal experiments being performed there by the pharmaceutical company Umbrella Corporation. The film ended as Alice and Addison were taken into custody by Umbrella and separated.

Umbrella sends a team to the Hive to investigate what happened there; the team is overrun by zombies who quickly spread to the nearby Raccoon City. Umbrella reacts by quarantining the city and evacuating vital personnel from it. Angela Ashford, the daughter of Umbrella researcher Dr. Charles Ashford, goes missing after her security car is involved in a collision while being extracted from the city. Meanwhile, disgraced Raccoon City Police Department Special Tactics And Rescue Squad (STARS) operative Jill Valentine returns to her former precinct to encourage her fellow officers to evacuate Raccoon City. Alice awakens in a deserted hospital and wanders the city in search of supplies, while Umbrella uses the only bridge out of the area to evacuate civilians. At the bridge, Valentine meets with her former partner, Sgt. Payton Wells. A civilian turns into a zombie, biting and infecting Wells. In response to the virus reaching the bridge, Major Timothy Cain, leader of the Umbrella forces in Raccoon City, seals the exit and forces the residents to return to the city.

After being abandoned by their employer following a failed attempt to rescue a civilian, Umbrella soldiers Carlos Olivera and Nicholai Ginovaef team up with the surviving STARS operatives to repel zombie attacks. Their position is overrun, and Olivera is bitten and infected. At a separate location, Valentine, Wells, and news reporter, Terri Morales, are about to be overrun, though they are saved by Alice. Umbrella deploys a heavily mutated experimental supersoldier, Nemesis, who kills the remaining STARS members before searching for Alice. Dr. Ashford hacks into the city's CCTV system and uses it to contact Alice and the other survivors, offering to arrange their evacuation from the city in exchange for help in locating his daughter. He makes an identical offer to Olivera and Ginovaef and explains that Umbrella intends to rid Raccoon City of the zombie infection by destroying it using a nuclear bomb.

On their way to Angela's location, Alice and the others are ambushed by Nemesis. Valentine kills Wells after he turns into a zombie. Alice engages Nemesis but is wounded and forced to retreat separately, luring Nemesis away from the rest of the group. Valentine and Morales continue, picking up stranded civilian L.J. en route. Valentine meets Olivera, and they find and rescue Angela, although Morales and Ginovaef are both killed. Angela reveals that the zombie outbreak is the result of a virus created by her father to treat the genetic disease from which she suffers: only by regularly injecting herself with the virus is Angela able to survive, though she must also take anti-virus serum to prevent turning into a zombie. Alice uses some of the anti-virus to cure Olivera. Dr. Ashford gives Alice the location of an extraction point where a helicopter awaits. The group makes it to the rendezvous point, but are ambushed by Umbrella forces. Major Cain kills Dr. Ashford and forces Alice, whom he reveals was augmented by the T-virus, to fight Nemesis. Alice gains the upper hand over the supersoldier, though she ceases fighting after realizing that he is Matt Addison, mutated by Umbrella's experiments.

Nemesis turns on Major Cain and attacks the Umbrella troops, but is killed protecting Alice. The rest of the survivors seize the helicopter; they eject Major Cain from it, and he gets killed by the zombies, including a zombified Dr. Ashford. As the survivors escape, the nuclear bomb detonates over the city, and the resulting blast wave causes the helicopter to crash. Alice sacrifices herself to save Angela and is impaled on a metal pole. T.V. footage attributes the nuclear attack to a meltdown of the city's nuclear power plant, covering up Umbrella's involvement. Alice wakes up in an Umbrella research facility and escapes with help from Olivera, Valentine, L.J., and Angela. As they are escaping, Dr. Alexander Isaacs, a top-ranking Umbrella employee, reveals that Alice's escape is part of Umbrella's plan for her.