Written by Paul W.S. Anderson and directed by Alexander Witt.

Alice

• [first lines] My name is Alice. I worked for the Umbrella Corporation, the largest and most powerful commercial entity in the world. I was head of security at a secret high tech facility called The Hive, a giant underground laboratory developing experimental viral weaponry. But there was an incident, the virus escaped and everybody died. The trouble was... they didn’t stay dead. The T-virus reanimated their bodies, I survived. Myself and one other, an environmentalist named Matt, when we emerged we were seized by Umbrella scientists. Matt and I were separated, we thought we had survived the horror, but we were wrong.
• [after hiding out from the zombies in the cemetery] There's too many of them. Let's get out of here...
• It's nothing personal, but in an hour or two, you'll be dead. And moments later you'll become one of them. You'll endanger your friends, try to kill them, probably succeed. I'm sorry, thats just the way it is.
• Nemesis...Run! Just go!

Jill Valentine

• [during a zombie breakout at the Police Station] I'm leaving town, and I suggest you all do the same.
• [meeting Alice for the first time] Who the fuck are you?

L.J (Lyold Jefferson) Wade

• [L.J is handcuffed on a chair next to another zombiefied woman in the police station, the woman tries to struggle out of her handcuffs to get L.J] Somebody get this ugly bitch off me!
• [seeing a zombie on road while driving] GTA, Motherfucker! [L.J. drives on, the zombie is sent flying by the car and hit the roof with a thud] Oh, yeah! 10 points.
• [As the S.T.A.R.S squad prepares to take down Nemesis] You motherfuckers are crazy! Look at that big motherfucker, got a rocket launcher!
• [L.J runs into the S.T.A.R.S. members' hideout and find a dozen guns pointing at him] Shit! Maybe I'll be safer outside.
• [When a S.T.A.R.S. officer hands him a shotgun] Motherfucker, please. [opens his jacket to reveal his two golden Desert Eagles] Look, my shit is custom.
• [runs in after Alice pointing a gun at Carlos] Don't shoot, don't shoot! He's cool. He made a deal with Dr.Doom same as you.
• [L.J stands alone after Nemesis kill the S.T.A.R.S. members,Nemesis stop shooting and looks at him] Respect!.

Others

• Dr. Isaacs: Project Alice Activated.
• Major Cain: Finish Him!
• Nemesis: S.T.A.R.S...
• Carlos Olivera: We're assets, Nicholai. Expendible assets... and we've just been expended.
• Angela Ashford: They said I would never get better, just worse.
• [Nemesis encounters Alice for the first time] Major Cain: [to Umbrella staffs] Gentlemen, this is the moment we've been waiting for. The nemesis program is now fully activated.
• Major Cain: You're not mutation, you're evolution!

Dialogue

Peyton Wells: [refering to a camera] What's that you got there?

Terri Morales: [shows her camcorder] My... Emmy, that is if any of us make it out of here.

Jill Valentine: How come you know so much about Umbrella?

Alice: I used to work for them.

Jill Valentine: Those were some pretty slick moves back there. I'm good, but I'm not that good.

Alice: You should be thankful for that.

Jill Valentine: What do you mean?

Alice: They did something to me. I barely feel human anymore.

Dr. Ashford: Are you ready to make a deal?

Alice: Do we have a choice?

Dr. Ashford: Not if you want to live past tonight, no.

[After Dr.Ashford contacts the group for a deal]

Peyton Wells:No deal. We find the building with the thickest walls and strongest doors and we barricade ourselves in, sit tight, wait for help.

Alice: There will be no help. Acording to Ashcroft Umbrella knows they can't contain the infection. So, at sunrise this morning, Raccoon City will be completely sanitized.

Terri Morales: What do you mean by "sanitized" ?

Alice: Precision tactical nuclear device.

Jill Valentine: What yield ?

Alice: 5 kilotons.

Jill Valentine: [scoffs] Fuck Me.

Terri: What does that mean?

Alice: It means it'll destroy the infection....and all evidence of it.

Peyton: Bullshit...that's bullshit ! No fucking way they would get away with that, it will all be on the fucking news!

Terri: Cover up.

Alice: Cover up is already prepared. They melt down the nuclear power plant

Terri: A tradic accident

Peyton: Not even Umbrella is capable of this.

Jill: Not capable? Peyton, you were there at the brigde, you know exactly how far Umbrella will go.

Peyton: So what we do now ?

Alice: I think we should be out here by sunrise

[A zombie wanders around the convenience store where the S.T.A.R.S members use as a hideout, and is soon shot by a S.T.A.R.S sniper hiding on the roof of the store. The zombie wobbles backwards but does not drop dead]

Sniper: [loading his rifle] Plenty to go around. [fires another shot and the zombie falls dead] Yeehah! I've got the power.

[L.J comes limping to the store, the sniper sees him and takes another aim]

L.J [seeing the sniper and hastily puts up both hands] Don't shoot! [the gun fires and L.J turns back to see another zombie falls right behind him.] Thanks! Owe you one, man.

[Nemesis has detected the S.T.A.R.S members at their hideout, Major Cain sees it at the controlling screen at his commanding chamber]

Major Cain: [to the operator] What do we have?

Operator: A dozen of our men, well-organized.

Major Cain: I'm surprised to see there is any survivor left alive.

Operator: They are S.T.A.R.S, Special Tactic and Rescue Squad, they're the best.

Major Cain: Let's see how good they really are. [commanding Nemesis to eliminate all the S.T.A.R.S members via the control panel]

[the sniper sees Nemesis coming towards the store and gets up, bewildered]

Sniper: What the fuck is that?

[Nemesis' system scans the surrounding and displays "S.T.A.R.S member:12]

[sniper takes a shot at Nemesis and blasts a hole on Nemesis' chest, but Nemesis doesn't even flinch]

Sniper: Shit! [Takes another shot and still does no good, Nemesis' system screen flashes and displays "S.T.A.R.S member:13]

Sniper: You're going down, you son of a bitch! [Stands straight, Nemesis aims his rocket launcher at the roof. Sniper swears and ducks down as Nemesis fires. The number on Nemesis' screen flashes back to "12" as the rocket goes off.

Nemesis: S:T.A.R.S....

[Nemesis has just nailed down everyone but L.J in the room with his Gattling gun, L.J looks around and swears at the sight, Nemesis approaches L.J]

L.J [with his pistols up] Respect. [Nemesis' screen flashes "Civilian, threat:minium"] Respect, man. [Drops his guns, Nemesis' screen flashes "Non-combatant civilian, threat:zero"]

[Nemesis turns and leaves L.J alone]

[Alternated version]

L.J Respect. Respect, man. [starts trying to get sympathized] I don't want no trouble, man! I got two kids and a bank account, man! I'm tellin' ya!

[Nemesis turns to leave]

L.J [Yelling at the back of Nemesis and punching the air] Motherfucker!! Punk son a of bitch! You wanna go to war!? Motherfucker, I'll take you to war! [Acts as though he is trying to get Nemesis]

Jill Valentine: Angela Ashford, huh? Thats a pretty grown-up name for a little girl.

Angela Ashford: I'm not a little girl, besides all my friends call me Angie.

Jill Valentine: Angie, huh? I like that.

[L.J is searching a classroom for Angela Ashford, and suddenly a shadow flashes at a door. He tip-toes to open the door and finds a skeleton model falls on him]

L.J [pointing at the model] I see you, mother... [A zombie jumps out from behind] Shittttttt!

[Carols takes the zombie down from behind, L.J turns and is shocked at the sight of him]

Carols: [panting] So you got the phone call as well?

L.J What?

Carols: Are you here for the girl?

L.J Yeah, yeah, yeah, the girl...

Nicholai Sokolov: Thought you might need a hand...

Jill Valentine: You work for Umbrella?

Nicholai Sokolov: Used to. Until they left us for dead in this place. Now I consider myself....freelance.

Alice: How long ago have you been bitten?

Carlos Olivera: Three hours

L.J.: What?

Alice: Today's your lucky day.

L.J.: [to Carlos] You should have told me you were bitten, motherfucker, I'm hanging with you and shit!

[Alice and the survivors storm the Umbrella helicopter after taking out all the guards. Just as they all get aboard Nemesis appears and approaches the chopper]

L.J: [seeing Nemesis] Oh shit! We are stealing his ride, he wouldn't like that! [pointing the gun at the pilot] Take off now!

Major Cain: [from behind] What's the rush? [has Angela Ashford held at gunpoint]

Major Cain: [to Alice, referring to her and the Nemesis] The two of you showed such promise, but we had to see you in action and most impressive you've been. You're like brother and sister: Heightened speed, strength, agility, the same killer instincts....parallel strands of research and now, now we'll discover which is superior. Fight him.

Alice: No.

Major Cain: Fight him or they die.

Alice: What makes you think I care? [Cain shoots Dr. Ashford]

Major Cain: He was a valuable asset to the corporation, I don't even care about this people!

Major Cain: Begin!

Major Cain:That creature is one thing, but you somehow you bonded with the T-virus on a cellular level. You adapted it, changed it. You became magnificent.

Alice: I became a freak.

Major Cain: No. You're not mutation. You're evolution. With my help, just imagine what you can achieve.

Alice: What about him? [look at Nemesis, who was once Matt Addison]

Major Cain: Evolution has its dead ends.

Major Cain: Why is this thing not in the air?

L.J: 'Coz I usually drive a Cadillac! [Punches Cain]

Major Cain: Killing me won't put things right.

Alice: No, but it's a start. [pushes Cain into the crowd of zombies below the helicopter]

Dr. Issacs: Do you remember your name?

[Innumerable scenes flashing across Alice's memory, she screws up her eyes in the pain]

Dr. Issacs: [turns to the other scientists] I want her under full observation, with the strictest security and...

Alice: [Slowly opening up her eyes] My name...is Alice. [Issacs stares at her, intrigued at the remark, Alice smiles ominiously] And I remember everything.

[last lines]

Jill Valentine: What did they do to you?