in the group except Matt is an employee of the Umbrella Corporation, and Alice and her partner Spence were assigned to guard the Hive's secret entrance under the mansion under the pretense of being married. At the Red Queen's chamber, a laser defense system kills Shade and three more commandos. Despite the Red Queen's urgent pleas for the group to leave, Kaplan disables it, causing the power to fail and all of the doors in the Hive to open. This releases the zombified staff and containment units containing Lickers, creatures created through experimentation with the T-virus. The humans are attacked by the horde, and J.D. dies. Rain retreats with Kaplan and Spence, and Matt becomes separated from Alice, who starts regaining her memories. Matt looks for information about his sister, Lisa, and finds her zombified. Alice saves him, and Matt explains he and Lisa were environmental activists, and Lisa infiltrated Umbrella to smuggle out the evidence of illegal experiments. Alice remembers she was Lisa's contact in the Hive but does not tell Matt. The survivors reunite at the Red Queen's chamber, where the commandos explain they have one hour before the Hive traps them inside automatically. Alice and Kaplan activate the Red Queen to find an exit; to force her cooperation, they rig a remote shutdown. As they escape through maintenance tunnels, zombies ambush them, and a reanimated J.D. bites Rain before she shoots him dead. They reach safety except Kaplan, who is bitten and separated from the group. Alice remembers that an anti-virus is in the lab, but they find it missing. Spence and Alice remember that Spence was the thief who stole and purposefully released the T-virus, and hid the T-virus and anti-virus on the train. Spence turns against the others but is bitten by a zombie, which he kills before trapping the survivors in the lab. Spence retrieves the anti-virus but is killed by a Licker set upon him by the Red Queen. The Red Queen offers to spare Alice and Matt if they kill Rain, who has been infected too long for the anti-virus to work reliably. As the Licker attempts to reach them, a power outage occurs. The lab door opens to reveal that Kaplan shut down the Red Queen to open the door. The group heads to the train, where Alice retrieves the anti-virus and kills a reanimated Spence before escaping with the others.