NOTE: This spoiler was sent in by HorrorFreak889who says... "This movie is pretty much based on the 3rd video game in the series"
The movie starts off with some various flashbacks from the first movie. We see Alice (Milla Jovovich) and Matt (Eric Mabius) just making it out of The Hive which is an underground lair, below the streets of Raccoon City, that contains hundreds of labs owned by the Umbrella Corporation. Umbrella is the largest world wide corporation of medical research. However, secretly it works with genetic testing and extreme weapons. As Alice and Matt leave, a group of men in white oxygen suits come and grab them. One man says that they want Matt in the 'Nemesis Program' , I'll explain that later.
The men grab Alice and the screen fades to black. In a voice over, Alice explains that the T-Virus, a virus made by Umbrella that rebuilds dead cells (Brings the dead back to life) got loose down in The Hive and killed everyone down there. We then see the same men in the white oxygen suits saying that they want to reopen The Hive and figure out what went on down there. The men enter The Hive, but are attacked by zombies.
We cut to present day, Raccoon City. We see a wide shot of the Raven bridge, which is the only way in or out of the busy city. We meet Teri Morales (Sandrine Holt) She is a young weather reporter. She is giving the local report, saying its a bright and sunny day out. We cut to a nice rich neighborhood and five black SUV's are speeding through the streets. They pull up to Dr. Ashford's house (Played by Jared Harris) He is the head professor of Umbrella and he created the T-Virus. Cain, the head of Umbrella, rings the doorbell and Ashford answers. Cain tells Ashford that there has been a serious problem and he must leave Raccoon City. Ashford says that he isn't going anywhere without his daughter Angie.
Angie is in middle school at the moment, so Cain sends a car for her. We see some police officers escort Angie into a car. They start to drive but a large truck slams into their SUV, killing the driver, but Angie is just knocked out.
We next meet former cop, Jill Valentine (Sienna Guillory) Jill Valentine isn't part of the police department anymore--as we see her apartment, the camera pans over several news clippings about "Police office Jill Valentine disgraced, kicked off force" (paraphrasing). The movie never comes back to the subject to explain why.
Jill is in her apartment watching the news and getting dressed. On the news, it says that a virus got out in Raccoon City and that people should evacuate as soon as possible. The news also says that the virus gets into people's systems and turns them into blood thirsty zombies. In the background of the news reporter, we see zombies running the streets killing people. Jill enters the police station and pulls out a gun, there are zombies in the station being locked up. Jill shoots them in the head. She then yells out "In order to kill them....you must shoot them in the head." She says this a number of times during the movie. Here we also meet LJ (Mike Epps). An annoying man that is handcuffed to a bench (he's obviously been arrested).
We next see Alice leaving the hospital, she walks into the streets only to find them deserted. Cars, paper, dead bodies and blood all over the place. She goes up to a police car and grabs a shotgun. This is the same exact scene at the end of the first movie. We cut back to Cain and Ashford. They set up tents with hundreds of other scientists on the outskirts of Raccoon City. Cain explains to Ashford that the car containing his daughter is missing. Cain then says that he will seal up Raccoon City to contain the virus. Nothing gets in, Nothing gets out. However, the people that are inside the city are screwed.
Cut to the Raven bridge. Thousands of people are trying to leave the city. Cain and some of his henchmen are standing on top of the bridge gates letting a small number of people out of the city at a time. We go down the the large crowd of people trying to leave the city. We see Teri trying to interview civilians. Jill and her partnßer Peyton (Razaaq Adoti) show up too. We see a father and daughter and suddenly the father falls to the ground, somehow he is infected and he is a zombie. Cain says that they can't risk the virus getting out of the city, so he goes to close the gates. His henchmen tell him that police and innocent people are still trying to escape the city. Cain doesn't care and he closes the gates anyway leaving thousands of people....SCREWED!! Jill yells to Cain and tries to get him to open the doors. He ignores her. He and a bunch of his henchmen say that if people don't leave the bridge and go back into the city, he will start shooting. So the thousands of people leave.
Cut back to Alice walking the streets with her shotgun drawn. She comes across a few stores and gets a change of clothes and some ammo. Cut back to Ashford inside his tent. He takes out his computer and has the computer do a trace and track down his daughter. The results are that Angie is still alive and she is hiding inside the middle school.ß
We see a helicopter full of Umbrella police officers, However they are good officers. Carlos (Oded Fehr), Nicholai (Zack Ward) and Yuri (Stefan Hayes) are pretty much the main officers. They look down on rooftops and see a young women running away from zombies. The girl gets cornered on the building. Carlos swings down to the roof top and shoots the zombies. It's too late, the women has already been bitten. She knows that once a zombie bites you, your screwed...its just only a matter of time before you turn into a zombie. So she jumps off the building, killing herself instead.
Go back to Jill, Teri (who is holding a video camera) and Peyton. They come across a church and go inside. Inside they find a nervous man. The man says that he wants the three to leave. Teri yells at the man and gets aggressive. After some arguing, the man lets the three stay. The group hears noises and the nervous man runs away and hides. Jill goes to check out the noise by herself. She comes across a creature called a Licker, as called in the video games. It looks like a skinny version of a werewolf, only with no hair. She shoots it and kills it. She goes back to meet Teri and Peyton. The three come across more Lickers. We go to the nervous man and he is killed off by one of those Lickers. Peyton and Jill shoot the licker but they run out of ammo. They hear a loud motorcycle sound and Alice comes busting through the stained glass on a motorcycle. She gets off and yells out "MOVE!" She then runs the motorcycle down the aisle, then shoots it so it explodes (along with the Licker), killing it.
Cut back to Carlos and his group. They are attacked by zombies. Yuri is bit in the leg. Carlos and Nicholai help him walk and continue looking for any survivors.
Cut back to Alice, Jill, Teri and Peyton. Alice explains to the group that Umbrella is behind it all. They created the virus, it got out and infected the people of Raccoon. She then says that she was used as a lab rat and Umbrella changed her. She is now strong, fast and a very good fighter.
We cut back to Cain in the tents with Ashford. Cain says that he is going to release Nemesis (An eight foot tall killing machine) into Raccoon city. Why you ask? Sorry, that gets explained at the very end too. We next see LJ in his car driving down the street. He comes across zombie hookers but takes too close of a look and wrecks his car. He is now outside a building and sees a man on top with a sniper rifle. LJ then looks inside the building and sees about ten cops. Nemesis shows up. He is programmed to take orders from Umbrella who was controlling him, who just happened to tell him to kill STARS. Nemesis takes out his grenade looking machine gun and shoots the cops. LJ is the only one left standing. Since LJ isn't part of the S.T.A.R.S. team, Nemesis walks away.
We go back to Alice, Jill, Teri and Peyton. They hear a pay phone ringing and Alice answers it. On the phone its Ashford. He can see them through cameras throughout the city on his computer. Ashford says that if they can find his daughter Angie, then he can get them out of the city alive. Ashford says that Angie is in the middle school. They keep walking and they come across a graveyard. Zombies come up out of the ground and grab Teri's leg. Alice and Jill fight the zombies. After about five minutes of a zombie battle, Alice says that there are too many zombies. However, Peyton gets bitten in the leg. The four leave the graveyard and rest on a broken down bus. Peyton says they should just rest for a while and then find the kid the next morning. Teri agrees. Alice says that in the morning , when the sun rises, a nuclear bomb will be dropped on Raccoon city to kill off the T-virus and any remaining zombies and infected people.
The four leave the bus and continue walking. They come across Nemesis. As Nemesis gets ready to kill Jill, Alice explains that Nemesis is a creature made by Umbrella strictly to kill S.T.A.R.S. members. Nemesis takes out his machine gun and shoots the crap out of Peyton, killing him. Jill freaks out and tries to kill Nemesis. Alice says that Jill won't be able to. Her best bet is to run. So Jill and Teri run for their lives.
Alice attempts to fight Nemesis. He throws her around a bit. She shoots him a bunch of times and runs away. Nemesis shoots out a missile and it just misses Alice, because she was able to jump over a fence at the last moment. We catch up to Jill and Teri in a Dodge truck. Jill hotwires the truck. Peyton shows up as a zombie. Jill kills him. As they are driving they come across LJ who hops in. They arrive at the school. Jill says that they should split up. LJ goes to the basement of the school. He ends up in a science class. He sees something movie in the closet so he goes to check it out. Turns out to be a fake skeleton.
We go to Teri, Walking down the stairs. She is nervous as hell, so she is popping pills. She ends up in a classroom and sees a little girl sitting in the front of the class. She thinks it is Angie so she calls out her name. The kid doesn't answer so Teri taps on her shoulder and says "Angie...were going to take you home" The kid turns around and is a zombie. Teri freaks out and backs up into a wall, only to see more zombie children. She is now cornered. The zombie kids tackle her and eat her. (pretty brutal death) As she is being eaten, we see that she dropped her video camera and it is recording her being killed.
We cut to Jill, who finds Angie in the cafeteria. They become friendly and Jill asks Angie friendly questions to calm her down. The two come across a few zombies, but most importantly zombie dogs. The dogs attack and Nicholai appears and saves them when Jill drops her gun. Nicholai is attacked pretty quickly after saving them and proves to be a good distraction. Jill opens a valve that releases gas and takes out a match and throws it into the air, but the match goes out. Jill and Angie keep running and as they are running they see Alice, who has a cigarette in her hand. She throws it and it blows up the dogs. The explosion is following Angie and Jill as they run down the hallway, Alice (who is standing right in front of them at the end of the hallway) has a fire blanket wrapped around her and she grabs Angie and Jill and wraps them up in the blanket as flames jump over the three. Very, very cool scene.
The flames die out and Alice and Angie talk. In Angie's backpack, she has tons of vials of the Anti-virus (which is a light green color) The anti-virus is the only way to kill off the T-virus in your system so you can survive. Angie explains that when she was little, she couldn't walk. So her dad created the T-virus to rebuild dead cells and make people stronger, if used and contained properly. Her dad injected the T-virus into her, but the virus didn't kill her because her dad controlled the T-virus in her system. He is a scientist, so he knows how to do all that stuff. Angie has to take shots of the anti-virus at a certain time a few times a week, so that the T-virus that has been in her system all these years, doesn't kill her. Her dad injected the virus into her, so that she can become stronger and walk. Now I said that the virus can be life saving if contained and used properly. Well the virus was just thrown into mid-air and became air-born (shown in the first film) There was nothing to control the virus, so it just got into people's systems and killed them.
Alice says that she too has T-virus injected into her. When she was used as a lab rat, the scientist (who turns out to be Cain) injected the virus into her, but he controlled it in her system, so Alice became stronger and faster. So after all this talk, we learn that the T-virus can help people and make them stronger, if controlled, contained and used properly. The three keep walking in the school and come across Carlos, Nicholai and LJ. A few dogs jump out and attack Nicholai, killing him. Carlos says that he too got a call from Ashford saying that if he found the daughter, he can leave the city alive. Ashford told them that there is a helicopter on a rooftop, that has very little resistance so they can escape.
We cut to Cain and Ashford in the tents. Cain says that he knows that Ashford is trying to get people who are still alive out of the city. Cain isn't happy about this so he bashes Ashford's computer. He gets a bunch of his henchmen, they take a helicopter and fly into the city.
Cut back to Alice, Carlos, Jill, Angie and LJ walking. They come across the building with the helicopter. They go to the roof.expecting little resistance but are instead ambushed by Cain and his henchmen. Ashford is also there, tied up. Alice and Carlos fight the henchmen, but there are too many so they tie all the good guys up, except Alice. Cain says that he wants Alice to fight Nemesis. This is because Nemesis is Cain's creation and he wants to know who is stronger since he both used Nemesis and Alice as lab rats.
Cain says if she won't fight Nemesis he'll shoot all the other guys. She says "What makes you think I'd care?" That's when he shoots Ashford killing him.
Alice finally says that she will fight Nemesis. So they begin to fight, Alice beats him up a bit, but then Nemesis gets his turn. Alice finally pushes Nemesis into a pole, impaling him through the stomach. Alice starts to have flashbacks of Matt and the men in white oxygen suits saying that they want Matt in the Nemesis program. Alice looks in Matt's eyes and she says that she is sorry to Matt. Alice says that she is done fighting Nemesis - A.K.A Matt. Cain starts to get aggressive and tells Alice to finish him off, but she doesn't want too. Nemesis slides the pole out of his stomach and teams up with Alice.
Cain sends his henchmen to fight Alice and Nemesis. Jill breaks free and unties Carlos and LJ. They get Angie and jump in the helicopter. Alice finishes all the henchmen off, but there are still two helicopters after them. Alice runs through a building as helicopter is shooting down the glass of the building. Alice comes to the exit of the building and there are two helicopters that are attacking them at the end with machine guns. Nemesis blows one up, the other hits it and ricochets off onto him, killing Nemesis. Alice is hit with a piece of it right in the head, pretty much giving her a hell of a headache.
Alice takes a good look at Nemesis, and gets on the helicopter. They start to take off, but Cain jumps on. Alice punches him and he falls onto the ground, breaking his leg, not able to run. He starts to shoot some zombies, then deciding he does not want to become one, attempts to kill himself but alas....no ammo, Ashford crawls over and gives him a quick love bite to the neck. paybacks a bitch
We see a bunch of zombie on the rooftop, they start to eat Cain. We see the nuclear warhead being dropped on Raccoon City, since its now morning. In the helicopter they almost make it out of the city in time. However, the explosion crashes the helicopter. The force of the explosion and the crash sends some piece of metal flying through the cockpit at Angie, but Alice jumps in front of her and gets impaled by it.
The next morning, we see a search and rescue team looking at the crashed helicopter. They come across Alice's dead body and they bag her. One guy says that there are no more bodies in the helicopter. Apparently, Jill, Carlos, Angie and LJ are missing.
We then see various news clips of reporters saying what happen to Raccoon City. They first say that a virus got out. They then talk about a camera that was found aboard the crashed helicopter (Teri's Camera) We then see another newscaster saying that the tape is a hoax and the reason why Raccoon City got shut down is because the nuclear reactor in Raccoon City had a meltdown, not a virus. So obviously, they are clueless.
We cut to Alice, who wakes up in a container of water in a lab. The doctor drains the water and tells Alice that she is even stronger now. He asks her what her name is and Alice stumbles a little. He then gives her a pen and tells her what the pen is. The doctors then says that they are going to inject more T-virus into her since she isn't responding. Alice has a flashback of all the things that happened in Raccoon City. She then says to the assistant "My name is Alice...and I remember everything" She grabs a hold of the pen and puts it up to the assistant's eye, fakes him out and then punches him. A few doctors grab a hold of her and she beats the hell out of everyone in the room and walks out. She's seen walking through an empty hallway on a security monitor (in a bank of video screens) as a security guard calls in the alert, then she looks up at the camera--all the video screens change to the image of her face. Her power forces blood to start pouring out of the nose and eyes of the security guard.
As Alice is surrounded by guards, Carlos, Jill, and LJ hop out of their SUV dressed up in fancy black suits, posing as Umbrella workers. Jill says that she will take Alice to a safe place. They all hop back in the car. Angie pops up from the backseat and hugs Alice. Jill asks what did the doctors do to Alice and Alice doesn't respond. Back at the lab, we see doctors looking on a computer, they are watching Alice's every move inside her body. They can program her to do anything. Alice now, is pretty much a female version of the Nemesis, except she looks like a human and is ten times stronger than Nemesis.
As the SUV rolls up to the security gate at the exit, the doctor from the lab tells them to let the SUV through, and says something about "Project Alice is in progress."