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 19%. 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. Plot 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