The zombie tore through the boards nailed across the hallway window.  Jill Valentine
screamed as the rotting corpse crashed into her and forced her to the debris-littered floor.  Filthy,
broken nails slashed at Jill's horrified face.  She grasped the zombie's flailing arms, pushing him
away from her.  The zombie stumbled back, allowing Jill to snatch the pistol secured on her hip.
She drew, aimed, and fired the weapon smoothly, hitting the groaning zombie in the left shoulder
with a round.  The corpse patted his bleeding shoulder, then turned to glare at Jill, baring blood-
drenched, cracked teeth.  The zombie fell on top of Jill again, drooling thick, white foam over Jill's
face.  He dug his nails into the young woman's neck, drawing deep furrows in her creamy flesh.
Jill struggled for breath, shooting her gun from the hip.  The zombie twitched as bullets tore through
his stomach, exploding out of his back in great, wide geysers of blood and gore.

     Jill slid out from beneath the shuddering body, covering her bleeding neck with her hand.
The sound of feet stepping on broken glass attracted Jill's attention.  She turned back to the open
window to witness several more zombies stumbling towards her.  Jill ran away from the window,
heading for the entry foyer of the police station.  Jill pulled away her hand from her neck and was
distressed to see that her entire hand was soaked in her own blood.  Dizziness came over Jill for a
moment, she swayed against the wall of the hallway before going through a door into the dimly-lit
foyer.

     The foyer was a massive chamber, with polished marble floors and wide, graceful columns
that stretched up to support an ornate, domed ceiling.  The foyer was divided into two levels: door
level, with a beautiful marble fountain facing a set of large, oak, double doors, and the information
desk level, with its ring of computer cubicles.  Antique brass lanterns installed with modern lighting
fixtures filled the foyer with a soft, golden light.  Jill was leaning against a wooden railing that led
up a ramp from the door level to the computer level when the front doors smashed inward.  Zombies
poured into the foyer, filling the chamber with their decayed, sickly-sweet stench.

     Jill fired at the zombies dragging towards her.  Two zombies went down in sprays of blood,
then Jill had to climb up the ramp, re-loading her pistol as she retreated.

     Dizziness made Jill swoon when she reached the information counter.  She tentatively
touched her sticky neck wound, which throbbed with constant, sharp pain.  Zombies blocked all the
far exits, only the door directly behind Jill offered escape.  She ran drunkenly to the door, tore it
open, and dove inside.  Jill followed a passage until it turned right, then ran down a long, dark
hallway with light at the far end.  Shuffling feet and moaning told Jill that the zombies still pursued
her, hungered for her living flesh.  Jill opened the door at the end of the hall, entering a small room
with a ladder going up and another door that led outside to the back of the station.  Jill stumbled
outside, taking a moment to breathe in the cool, invigorating night air.

     Zombie hands smashed through the door behind Jill, grasping for her.  Jill descended a short
flight of stairs, jogging across a stretch of concrete to a waiting iron fence.  Jill jerked to a halt,
panting, her blue tube top drenched in sweat and blood as she regarded the horde of zombies milling
behind the fence, their glazed, blood-shot eyes staring, mouths open and wet with blood and bits of
skin from previous victims.

     Jill bent down to clasp her weak knees, wheezing, her neck on fire.  Zombies crashed
through the broken door and advanced towards Jill with outstretched hands, moaning for her body.
Jill almost gave up, almost let the hungry undead catch her if it meant an end to the running and
terror.  A sewer grate saved Jill's life.  She spied the lid nearby, and raced for it.  She tugged the
heavy iron cap off the manhole, then jumped inside before the zombies' scrabbling hands caught her.
*****
 

     The sewer water was cold and biting against Jill's ankles as she slogged her way through the
long, reeking tunnels.  Every hundred feet of tunnel was lit by a single secured white bulb, several
flashed intermittently, many were burnt out or broken.  Jill held her right elbow with her left hand,
her pistol held loosely within her right palm.  Clammy sweat covered Jill's skin, she wiped lank hair
away from her sore eyes.  Every footfall was a struggle, Jill's bare legs trembled, they felt ready to
fold beneath her in an instant.  Trudging foot after foot, the barely conscious Jill blinked her heavy
eyelids when she hit the first spider web.  Jill took a step back, eyes widening when she realized that
the web was huge, spanning from one wall of the tunnel to the other.  Jill's second discovery was that
this was not a single web, dozens more fluttered beyond the first, filling the dark tunnel with white,
filmy drapery.

     Jill swore to herself, returning her weapon to its holster before reaching out with both hands
to rip the web apart.  The first web parted easily, as did the second and third.  By the fifth web, Jill
was struggling and straining to tear the silky fabric, by the eighth, Jill's hands were cut and bleeding
heavily.

     Grunting and pulling on yet another screen of webbing, Jill didn't notice the fat, hairy, brown
spider that lowered itself behind her on a thread of white.  The spider flexed its long, furry limbs,
then snapped forward, stabbing Jill's right shoulder with its sharp, venom-drenched fangs.  Jill spun
around, hands grasping for her gun.  She fell back against the web, her body trapped while the toxins
did their deadly work in her bloodstream.  Jill became limp in the web, her arms entangled, her head
slumping onto her chest as the poison stole her awareness.
*****
 

     Jill's captor freed her from the web, draping her over its hairy back and climbing up into a
hole dug through the sewer tunnel's ceiling.  Scrabbling up a rough-walled passage, the spider and
its unconscious prize emerged into a huge, dark, room filled with webs of all shapes and sizes.
Dozens of cocoons hung from the webs, the dried husks of former victims.  The spider carried the
senseless girl to the very heart of the webs, securing her to a network of cross-crossing white fibers.
The brown spider departed quickly, leaving Jill alone in her sticky restraints.

     Something huge crawled down the webbing, making the entire filmy construct quake with
each slow, graceful movement.  The creature positioned itself behind Jill's bound body, reached out
with hairy, slender limbs to stroke the motionless girl.  The gigantic spider tugged down Jill's tube
top with the tips of its limbs, caressed her warm, swelling breasts.  More limbs pushed up Jill's
leather skirt, snapped her white, cotton panties apart.  The dark, hairy tendrils fondled Jill's small,
curvaceous buttocks.  An incredibly long, thick phallic limb slid wetly out of the huge spider's belly
and arced up toward Jill's outspread legs.  Slime dripped off the sides of the obscenely pulsing prick
as it rose between Jill's slim thighs and pressed against her open pussy.  The spider pushed his
phallus into Jill's soft cunt, squishing past her puffy labia into her warm, ripe vagina.  The giant
spider continued to shove its member into Jill until it would slide no further, then it began pumping
up and down, its prick engorging, splashing slime down Jill's slack legs.  Jill's bound, unconscious
body jerked violently in its webbed prison.  Jill's tits jiggled from each long thrust into her pussy, her
head lolled from side to side, her limbs quivered like a doll's.  The giant spider curled hairy tendrils
around Jill's thin waist, held her buttocks against its furry, bloated body while it stabbed into her
cunt again and again, its phallus throbbing, growing inside the limp girl.  Finally, when the spider's
shaft was violently ramming through Jill's soaked, ravaged pussy, the phallus burst open, flooding
Jill's belly with its awful seed.

     The giant spider slowly removed its cum-drenched probe, releasing a torrent of white milk
that flowed down Jill's slender legs.  Jill's breasts dangled, her nipples erect while the huge creature
climbed back up into its dark, dank inner lair, its horrible task complete.  Jill hung in her bonds,
unaware of her impregnation, lost in oblivion.
*****
 

     Jill struggled back to consciousness, her body still on fire from the spider's toxins.  She felt
the stickiness upon her thighs and shivered in revulsion, imagining all the disgusting things that the
spiders might have done to her.  Goose flesh formed across Jill's bare breasts as she struggled in her
webbed bonds.  A weak moan attracted Jill's attention.  She looked on in horror while two spiders
fed upon a young, blonde girl.  The girl was trapped in a thin skin of webbing, crying as one spider
drank from her left shoulder and another bit her slim right leg.  Sated, the dog-sized spiders skittered
up into the darkness, leaving the girl weak and weeping in her filmy prison.  Jill lowered her head,
despair enfolding her heart.  Jill slipped in and out of awareness, fever wracking her body as the
spider's venom flowed through her bloodstream.  When Jill became fully conscious again, she
noticed that the blonde girl had nearly cut herself free from her thin cocoon.  Tugging her left leg
free, the girl slowly began climbing down the web, passing Jill during her descent.

     "Help..me," begged Jill, her throat constricted with thirst.

     The blonde girl hesitated, eager to make her own escape from the horrific web.  Sighing
softly, the girl brandished a small nailfile, she started sawing on the strands binding Jill's wrists and
legs.  After several minutes work, Jill was free.  She followed the girl down from the huge network
of webbing.  The concrete floor was slippery with webs, blood, and other fluids.  The girl supported
Jill as they left the dank, dark lair of the spiders.  They emerged into a sewer tunnel, and put as
much distance between themselves and the spiders as they could.
*****
 

     The blonde girl pushed aside a manhole cover, then slipped onto the street before reaching
down to help Jill up.  The street was empty and dark, shattered store windows lined the abandoned
boulevard.  Jill struggled onto the asphalt, draping her arm across her companion's small shoulders.
The girls staggered down the street, reaching an intersection.  Night still cloaked Raccoon City,
occasional cracks of gunfire broke the oppressive silence.  Shuffling sounds came from the street to
the right.  The girl and Jill backed away from the intersection, the girl leading Jill into one of the
abandoned shops.  They climbed up a set of stairs to the second floor, where they found a small
apartment.  Jill struggled towards the apartment's beckoning couch while the blonde girl closed and
bolted the front door.  Jill fell heavily onto the couch, fighting for breath, her pussy throbbing, drops
from her cunt trickling down her flushed thighs.

     The blonde girl searched the tiny kitchen, returned to Jill with bottles of water and some
granola bars.  Jill accepted a bottle and several bars gratefully, twisting the bottle open and gulping
down the delicious, cool water.

     "My name's Britney," offered the girl after she had finished one granola bar and started
through her second.

     "Jill."

     "I think we should stay here till dawn.  Maybe the zombies will go to sleep when daylight
comes."

     "That sounds okay, I could use the rest," sighed Jill, leaning back into the couch.

     "You don't look very well, you're pale and sweating," frowned Britney.

     "Spider bite.  I think it poisoned me."

     "My shoulder and leg are still burning too," grimaced Britney.  "I'll be in the bedroom, I'm
going to try to get some sleep."

     "Okay," nodded Jill, sleep already threatening to take her.

     Jill closed her eyes, the last sound she heard was Britney's footsteps as the girl left for the
bedroom.
*****
 

     The breeder peeked into the apartment before it slipped quietly through the open window.
The breeder was a four-legged creature with glistening, exposed muscles and a long, flexible
proboscis.  It padded across the floor on soft paws, tasting the air with its snout, walking directly
towards Jill's sleeping form.  It stood next to the couch, gently touching Jill with its wet tendril,
sampling her flesh.  The creature climbed onto the couch, sat on Jill's legs as it lowered its proboscis
between the girl's thighs.  It slipped the tendril underneath Jill's torn leather skirt, stroked her moist
cunt.  Jill moaned softly, shifted in her sleep.

     The breeder inserted its snout deeper into Jill's incredibly warm pussy.  Jill groaned, pulled
down her tube top so her burning tits could cool.  The proboscis inside Jill's vagina pulsed with life,
it expanded within the girl, swelling with its seed.  The breeder pushed Jill's long legs apart, bent its
torso down so it could shove more of its appendage into the sleeping girl's slit.  Jill's body jerked
with each stab of the breeder's quivering probe.  It thrust forward faster, pounding into Jill's pussy,
slipping its tendril as far as it could into the limp girl's belly.  The proboscis expanded again, its pink
flesh rippled with coursing fluids.  The tendril filled every inch of Jill's cunt, it pressed against the
walls of her vagina, stroking the tender, honey-slick walls.  The probe burst open, filling Jill's belly
with syrupy, pink fluid.

     Finished with Jill, the breeder climbed off of her slack body and moved silently into the
bedroom where Britney lay curled in a blanket upon the bed.  The squat breeder stood below
Britney's face, reaching out with its dripping probe.  It slipped the moist tendril through Britney's
relaxed lips, slithering the wet appendage down the sleeping girl's throat.
*****
 

     A wet, tearing sound jolted Jill awake.  She sat up, smoothing her short leather skirt that had
somehow worked its way up to her hips.  The fever that had held Jill was gone, her pussy was no
longer itching with heat.  She covered her breasts with her blue top, walking tentatively to the
bedroom where Britney had gone to rest.

     An awful stench hit Jill as she entered the dark bedroom.  Something twitched on the bed,
where the reek seemed to be coming from.  By the bright starlight coming through an open window,
Jill could make out Britney's outstretched body, and the crab-shaped thing wriggling out of her
wide, shredded mouth.

     Jill vomited in disgust, spewing her last meal over the clacking crab-thing.  The creature
hopped off the bed, skittering towards Jill with a small, twitching proboscis.

     Jill staggered out of the reeking bedroom, wiping her trembling mouth.  She stumbled into
the kitchen, then screamed when she felt pincers bite into her left ankle.  Jill fell to her knees, and the
crab-thing climbed up her right arm, perched on her shoulder as it extended its glistening proboscis
towards Jill's gasping mouth.

     Jill rifled through a drawer, snatched a long, cutting knife and stabbed the crab-thing.  The
creature squealed, hopping off of Jill and landing silently on the floor.  Jill searched more drawers
frantically, grinding her teeth when she heard the crab-thing's claws skitter over the kitchen tile in
her direction.

     The girl cried out in relief when she discovered a snub-nosed revolver in the last drawer.
She spun and fired two shots at the advancing creature.  Black blood squirted from the crab-thing's
wounds.  It screeched at Jill, leaping at her face.  Jill fired four more times, blasting the crab-thing to
bits.

     Jill gasped for fresh air, her sweat-covered face glowing as the sun slowly rose over the
smoking city.  Jill searched until she found a box of bullets for the revolver.  She re-loaded the
weapon, then found a satchel to fill with food and the last of the bottled water.  Jill washed her
burning mouth out, spitting several times into the kitchen sink.  Glancing mournfully into the
bedroom where Britney's corpse lay, Jill left the apartment, hoping that the zombies were inactive so
she could leave Raccoon City.
 

The End.