After the ending of part 1, Alice and her friend are taken by the Umbrella Corporation. Her friend, being scratched by a mutated creature in the Hive, starts to mutate and becomes this huge menace. a project named "NEMESIS". ALICE is taken and placed in the hospital where Umbrella employees can keep an eye on her. Unfortunately for them, The Hive was reopened and all the undead creatures and zombies come out to wreak havoc on RACCOON CITY. ALICE is awakened by one of the "doctors" and soon finds herself above ground trying to find her way out and others that may have survived this nightmare. Meanwhile, RACCOON CITY itself is under Umbrella Control and "fenced off" so to speak. The doctor that came up with the ANTI VIRUS has been secured by Umbrella, but his daughter is still inside the fenced off city that is now becoming a war zone with the undead. He seeks the help of ALICE and a few STARS members, introducing us to the lovely VALENTINE. They seek out to find his daughter, the "host" used to create THE RED QUEEN. When the daughter is recovered, the leader of UMBRELLA at Raccoon City decides ALICE must fight NEMESIS or else. They do fight, but you know who wins. They try and escape in the UMBRELLA helicopter, but it crashes in the bomb blast that destroys the city on the surface. ALICE is presumably killed in the crash, but Dr. ISAACS and his team arrive at the helicopter crash site and take ALICE back to an Umbrella research facility, where, ALICE is cloned and all her memories from the previous ALICE are put in place, once again. She is back to herself once more and looks to wreak havoc on Dr. ISAACS and his team.