Notes: I decided to expand this idea from my Teratogenesis set of one-shots. The first two chapters of this piece are short pieces from that collection with only minor edits. If you've read them feel free to skip to chapter three, which is where the actual new content starts.

o0o

Rebecca hadn't realized how much she had been relying on Billy until he was gone. It went to show just how far in over her head she was, that the criminal she was supposed to recapture was far more competent than she was. Then again, she'd never thought that she'd end up in what amounted to an actual combat situation. When she applied for the job she'd figured that working as part of a specialized police team in a quiet little city in the middle of nowhere would be easy. Besides, her skillset meant that she should have been holding a desk job or working in a lab somewhere. She hadn't taken into account that Raccoon City wouldn't have any shortage of lab technicians and that she'd be handed a gun and expected to use it. Use it against what? Nothing happened in Raccoon City.

And then everything had happened at once, the perfect storm of security breaches and biomedical research gone wrong. Throw in an escaped criminal to the mix and it was understandable why she was overwhelmed.

At least with Billy around things had still seemed somewhat sane. Now that she was on her own how crazy the things she'd seen were was finally starting to sink in. Monsters, giant bugs, zombies and director Marcus' insane grandson running around doing who knew what. The one thing she could think of that sort of made sense was that he was behind it. For whatever reason Marcus' grandson had something against Umbrella, or maybe Raccoon City in general, and she and the rest of Bravo Team had just happened to get caught up in the middle of it all.

Opening a door brought her into yet another hallway full of zombies. The zombies themselves weren't even the craziest part, the craziest part was that she was thankful for the zombies. Ever since she realized that she wasn't going to be getting a desk job like she'd expected she'd been terrified that she might have to shoot at a person, even though logically she knew the odds of that were vanishingly small. Shooting zombies was easy because there was nothing person-like about them, the way they moved, sounded, smelled, everything, it was easy to distance herself from what she was doing. Like the one she was shooting at right now, its movements were jerky and irregular, reminding her of a windup toy or a stop-motion monster in an old horror movie. She shot it in the chest and greenish black slime poured out of the wound in thick globs. They landed on the floor with a wet splat and started to ooze towards her.

She fought back a cry of disgust, it wasn't a zombie, it was another of the things she'd taken to thinking of as leech men. They didn't even make sense, leeches weren't supposed to be eusocial, and even if they were there was no reason for them to imitate the human form.

The thing swung at her with an arm that was little more than a stretchy tentacle, but she was far enough away that she was able to dodge out of the way and back out through the door she had entered by. Slamming it behind her she let out a sigh of relief. That was probably the only good thing about the leech men, they couldn't open doors.

"What now?" she asked herself out loud, wishing that Billy was there with her. It was insane, she was so desperate that the company of a war criminal, a man guilty of multiple murders, was preferable to being alone.

A laugh answered her.

"Who's there?" she spun around and found herself face to face with Marcus' grandson.

The man was looking at her as though she was some particularly fascinating spectacle. It was a sort of look she was used to though, she got it a lot due to her age and petite build. It was no secret that a lot of the other S.T.A.R.S members thought she was hopelessly under qualified.

He broke into a smile that was, if not friendly, at least not hostile, and asked a question of his own, "What exactly do you hope to accomplish here?"

"I…uh…" she hated being put on the spot like this. She was the one with the gun, a member of an elite police team and an unarmed madman was making her feel like a helpless little girl, "I should be asking you the same question."

Steadying herself she kept the gun aimed at his head. She knew that she should have been aiming for center mass, that was what you were supposed to do, but at this range she wasn't exactly wrong to try to go for a headshot, was she? Marcus' grandson stared at her, not at all intimidated.

"I'm intend to continue my research, I've as good as had my revenge," he said dismissively, going so far as to turn his back to her, "Umbrella has no way of recovering from this."

"So you were the one who made all the monsters?" she took a step towards him, not sure if she intended to grab him and make him turn around or not.

"All of the monsters?" he turned to look at her, his expression one of dry amusement, "Not all of them, not even most of them. They were made here using research stolen from me. I simply let them out."

It made sense, she'd seen the labs, the cages and holding tanks, even before all that she'd had an idea of the supplies being shipped up to the research facilities. Even worse, it made S.T.A.R.S. make sense. There was no reason for a quiet little city to have an organization like it, but if there were monsters that might escape…

"What exactly is going on here?" she was doing it again, the same thing she'd done with Billy she was doing with Marcus' grandson, giving him the benefit of the doubt when there was no good reason to do so. She wasn't cut out for this sort of thing and the moment it was all over she was going to resign.

The moment it was all over. All she had to do was survive until then.

"You really are inquisitive, aren't you?" his smile became subtly less menacing. It was still a long way from friendly, but progress was progress, "What would you say if I were to show you?"

"I…"

"My research that is," he continued, ignoring her attempt at responding, "I think I'm on the verge of a major breakthrough."

He brushed past her and opened the door she had just come out of.

"Wait!" she finally found her voice, "There's a -"

"Don't worry about it," he cut her off. Sure enough the leech man made no move to attack him and when it reached towards her he simply put a hand on its shoulder and watched as it dissolved into a puddle of leeches. The individual parasites slithered away, disappearing down through grates in the floor, "They're failures, my earliest attempts at replicating a most remarkable and unexpected result of my research. I think I've figured out what went wrong though."

As he spoke he bent down to pick up one of the last remaining leeches. Holding it carefully in the palm of his hand he ran a finger along its slimy body as though it were a pet rather than a disgusting worm. Smiling he held it out to her. Somehow the thing sensed her and raised the front half of its body, revealing a large mouth ringed with rows of black, hook-like teeth. It swayed back and forth, stretching to nearly twice its length in its attempt to get to her.

Covering her mouth she struggled not to gag.

Shrugging, Marcus' grandson slipped it into the pocket of the ragged, stained lab coat that he was wearing, which probably explained where a lot of the stains had come from, "They want to mimic the human form, but they can't, at least not properly."

"I've seen," she said weakly, "But why would you want them to do that?"

"Because they've done it before and I want to see if I can make it happen again, deliberately," he spoke as though this were the most obvious thing in the world, though considering the rest of what she'd seen of the research that had been taking place, it made about as much sense as any of it.

The whole time they'd been talking he'd kept walking down the hall and she'd been following. He stopped when they reached a door that she hadn't noticed before. When he opened it she looked past him and saw that it opened into an access hallway narrow enough that if they were to go into it they'd have to walk single file.

The hall was totally dark, not even emergency lighting inside.

Marcus' grandson entered without hesitation.

"This way, I've got a makeshift lab set up in an old storage room. It's where I've been raising more leeches," he held out his hand, gesturing for her to follow, "The latest batch will be hatching soon."

Without thinking she grabbed it and held on. His grip was cold and slick, probably slime left over from the leech he'd been holding earlier. It was also surprisingly strong.

She was starting to piece things together. Director Marcus had brought his grandson into work with him because nepotism was very much a thing, especially in big companies like Umbrella. So Marcus' grandson had been working on some project involving colonial leeches, which, if she was to be honest with herself, made more sense than anything she'd encountered so far. Animal behavior and the modification thereof was an actual field of study that had potential. Something must have gone wrong though, maybe Marcus' grandson had been let go by the company after Marcus died, but he'd managed to continue his research in secret, blaming Umbrella for firing him and not letting him take credit for what he'd worked on with his grandfather. His response was extreme, but no more so than Harry Harlow who'd decided to single handedly ruin the field of animal behavior study just because he was angry and he could. Marcus' grandson wanted to show her his pet leeches, which, in the scheme of things was far less horrifying than anything Harlow had done. That she was using Harlow's work as a measure of what wasn't crazy went to show how badly wrong things were.

"I think the problem is twofold," Marcus' grandson spoke, his voice confident despite the total darkness engulfing them once the door swung closed behind her, "The subjects I used were already infected with the Tyrant Virus, though in my defense I had assumed that the infection would work to facilitate the process considering that the virus was created by using sequences taken from leech DNA to modify the original Progenitor strain. In later experiments I infected my pets with the modified virus, so seemed logical that it would make the subject more receptive to them. Instead I believe it only served to compromise the subject, encouraging the leeches to overtake them before creating a proper framework for their mimicry. They can manage the basic shape, but all the finer details are lost. A further confounding variable might be that the leeches I'm using have already imprinted. They may be trying to mimic my form rather than that of the subject and, as a result, not succeeding in either."

"Wait, imprinted?" her mind was spinning. Imprinting was a thing, it happened in birds, but she was pretty sure that it required the animal to have an actual brain and some semblance of self-awareness.

"Yes," Marcus' grandson laughed, "It was so unexpected when it happened that at first I'd simply assumed that they were responding to my feeding them, but there was far more to it than that. Once I started feeding them live prey I realized that their response to me was different. By that time it was obvious that they worked together as a single cohesive whole, but what I had yet to catch on to was that they reacted to me as though I was part of that whole."

The scattered notes they'd found in the training facility hadn't belonged to Director Marcus, or at least not all of them. Some of it had been from the work of his grandson. It was all impossible of course, except she'd seen what he'd done to the leech man. Curiosity drove her on, and besides, she hadn't been attacked by anything since accompanying him. Maybe if she could make it until dawn with him she'd have a chance. If she made it until dawn she decided that she was done. She'd get out of the city and reveal everything she'd seen to the proper authorities, whoever they were in a situation like this.

The only sign that there was anything up ahead was the thin line of dull red light along the floor. It was so faint that she didn't even see it until Marcus' grandson stopped.

There was a moment of confusion until she realized that she could hear the sound of water and the hum of pumps. This must have been where he continued his research in secret after his grandfather died. Being in the dark with a madman was no more or less terrifying than anything else she'd been through so far, the only difference was that this was at least interesting. Everything so far had been all monsters and running, this at least had logic behind it. Besides, if what he was saying was true she was about to get a tour of a lab in which a major scientific breakthrough had happened. Maybe when it was all over, when she quit S.T.A.R.S. she'd be able to use what she'd seen to get a job at some reputable place. For what he'd done Marcus' grandson was bound to end up getting arrested, but something would have to happen with what he'd been working on. She wasn't about to continue Marcus' leech work herself, but there was sure to be someone who would interested and find value in it. After all, if it worked with leeches it might work with other invertebrates and that had potential. Bees that recognized their keepers and wouldn't sting, or maybe be used like farm animals, pollinating crops. Swarms of ladybugs working as natural pest control or grasshoppers that only ate weeds. That sort of thing could actually help people.

She could hear keys jangling as he opened what sounded like a padlock. Even hidden away he was paranoid.

Finally the door opened and for the first time since entering the hall she could see. Heat lights filled the small room with a warm red glow. It was ominous, how the red light made all the shadows even darker, but it was still light.

The entire room was filled with tanks and tubs of water. All of them contained leeches, swimming back and forth, stuck to the glass, oozing over the rims and sliding along the floor. Marcus' grandson strode confidently into the room while she stepped cautiously after him, terrified of misstepping and feeling something squish underfoot, or even worse, slipping in one of the puddles of slime and falling. There were leeches all over the floor and she was sure that if she were to fall they'd all start crawling her way.

Marcus took the time to check the water level of several tanks, reaching in to move leeches from tank to tank, before motioning for her to come over.

"This is it," he smiled, looking down into a tub of water that was nearly waist high, "The latest batch. They're going to be a success, I can feel it."

Unlike the others it had a lid. There were dozens of leeches sitting on top and Marcus' grandson carefully removed them one by one, returning them to the tanks lining the walls. Maybe he was right about them recognizing him, because as far as she could tell not a single one of them tried to bite him. When the last leech was safely put away he smiled at her, his face a mask of shadows in the irregular lighting, and took the lid off

There were no leeches in the tank, at least not any she could see. Instead looked like it was full of small, round beads.

"Eggs?" she asked, leaning in for a closer look, half expecting to feel Marcus' grandson's hands on her back, shoving her in.

Instead he leaned over next to her, "Yes, and they're already hatching."

Now that he'd said as much she realized that she could see fine black ribbons swimming between the eggs.

"What now?" she wondered, simultaneously fascinated and repulsed.

"You're going to feed them!" he rubbed his hands together with almost childish glee.

Her hand immediately went to her gun, which she'd holstered during their walk through the darkness, afraid of what might have happened if she were to trip while holding it.

Marcus' grandson had already turned away from her by the time she unholstered it, leaving her feeling embarrassed that her first thought was that he had intended to push her in with the leeches. Instead he was putting on a pair of thick leather gloves, the kind that went all the way up to the elbow, like someone might use when handling a dangerous animal.

"To avoid contamination," he explained, reaching into what she had thought was another tank of leeches on a shelf higher than the rest, but she'd been mistaken in her assumption. Rather than a leech, he pulled out a large rat which he killed with a practiced ease.

"Hold on to this," he shoved it against her chest and she reflexively grabbed at it, "This way it smells like you when you give it to them. They have to know that you're the one feeding them."

He held her hands shut over the rat. Too shocked to do anything else she did as told. Given the situation following his instructions was probably the safest thing she could to.

"How long?" she wasn't sure if she was asking how long she needed to hold onto the rat or how long the imprinting process took.

"It should be immediate," he was now holding her hand in both of his, tight enough that the dead rat was being crushed, "These leeches are at the final stage of the process, unlike the ones that I started my research with. They're far smarter, far more eager. I would have succeeded in replicating the process already if not for using contaminated subjects and unthinkingly contaminating the leeches themselves. Enough of them should have hatched by now. Go!"

Letting go of her hands he pushed her towards the tank.

"What do I do?" she stared down at the eggs and leeches undulating at the water's surface.

"Hold it in for them to eat, the smell should encourage the stragglers to emerge," he placed his hands on her shoulders, encouraging her, "Slowly."

Afraid that dropping the rat in would make a splash and send leeches flying in all directions, she carefully lowered the dead rat in by its tail. The water churned as the leeches swarmed the thing, slithering on top of each other in their eagerness. She didn't even get the rat halfway into the water before it was completely covered. They squirmed and writhed on top of it and without thinking she started to raise her hand back up. The leeches clung to it like tar, a sheet of them trailing back down into the water so that others could climb up and continue to feed. Impossible as it seemed, Marcus' grandson had been right, they were working together, some acting as a living ladder so that others could get to the rat.

Something wet brushed her finger and she dropped the rat with a gasp.

Marcus' grandson laughed, "They're very excited about their first meal."

That much was obvious, a floating matt of leeches washed over the rat, pulling it down under the water.

"Hold your hand over the water," he urged gently.

"Why?" she shuddered.

"Just do it!"

His tone left no room for argument. She did as told and watched as the leeches congregated under the shadow of her hand.

"They're still hungry," she laughed nervously.

"Yes," he agreed and stepped away from her, back to the tank from which he'd taken the rat. Apparently he'd been prepared for this, because he took out a second one, broke its neck and tossed it to her, "Best to let them eat their fill. No sense in tempting any accidents."

This time the leeches actually rose up to meet the rat.

Marcus hurried back to her side, "Hold your free hand over the tank, watch what they do."

Terrified of what would happen, but even more afraid that Marcus' grandson would do if she didn't, she held her hand far above the tank. The leeches didn't react.

"Lower," Marcus' grandson ordered.

Emboldened by the lack of response she let her hand drop another few inches.

Nothing happened.

"Keep going, I'll tell you when to stop."

Slowly, cautiously, she continued to lower hand, inch by fearful inch, until it was at the level at which the leeches had gone for the rat. They swam beneath her hand, following its movements, but none of them broke the surface.

"What's going on?" she whispered fearful that at any moment they'd rise out of the water and latch on to her hand.

"They know you're not food," he put a hand on her shoulder, "More than that, they already know that you're the one who feeds them. This is far better than I'd hoped. Put your hand in with them."

"No!" she gasped. That was taking things much farther than she wanted to risk. Even if he was right and they wouldn't attack her, it was still a tank full of leeches. His expression darkened and his grip on her tightened painfully. If she didn't think fast he was going to force her, "The ones that just hatched might still be hungry. Shouldn't we make sure they've all had a chance to eat?"

"Of course!" he let go of her, seemingly pleased in her apparent interest in the leeches' wellbeing. Going back to the rat tank he pulled out a third, "This is the last one. After this we'll either have to get them something more to eat or see if they're ready to hunt on their own. I think your friend survived."

"Billy?" she asked, caught off guard by his sudden non sequitur.

"The one with the tattoos and long hair," he said with a shrug.

He was one to talk, but she refrained from commenting as she took the last rat from him. This time the leeches responded slower, the ones that reached the rat first dropping off after a moment.

"They're bringing back food to the others," Marcus' grandson explained.

And that was exactly what they were doing. The leeches that climbed up onto the rat were passing morsels to the ones still emerging from their eggs. He was right, they were engaging in actual eusocial behavior, impossible as that should have been.

"How does it even work?" she wondered, amazed by what she was seeing.

"I'm not sure," he admitted, "I created the Tyrant strain, but unfortunately it's as much a mystery to me as to anyone else. I've made far more progress with it though, thanks to my leeches."

"They certainly are…" she hesitated, trying to find the right word, "Impressive."

"You have no idea. I had no idea," he laughed bitterly, "At least not until Wesker and his sniveling friend betrayed me."

Her shock at his implicating Wesker in whatever had happened was nothing compared to the terror that came at what followed.

"They had me assassinated, or at least Wesker did. Birkin was far too much of a coward to even dream of something like that."

In the course of everything that had happened she'd somehow managed to forget that Marcus' grandson was completely insane.

He saw the look on her face and laughed, "I'm not bitter about that. I'd thank them for the discovery it brought about, if not for the fact that they stole my research. That I cannot forgive them for."

"What discovery?" she said quickly, hoping to keep him talking long enough to figure out what to do. He had to mean attempted assassination, or perhaps he was being figurative and he was talking about them ruining his career.

"Birkin came in to talk to me while I was working with my pets, asking questions about them and distracting me. He knew that my one weakness was my beloved leeches and he was willing to indulge an old man like that, at least that was the impression he gave. Little did I know that it was a trick, if he enjoyed hearing me out it was only because he imagined what he would do with my findings, to my dear pets. Wesker came in some time later, but said nothing. He and Birkin were inseparable, so it was hardly unusual for him to show up, and I made the mistake of ignoring him. Wesker wasn't interested in my research, or so I'd thought. He tended to be more hands on and found my work too academic for his liking. That was when I found out that research wasn't the only area where he liked to do things hands on. He had a gun with him and while I had my back to him he shot me," Marcus' grandson stopped to shake his head.

He was crazy, that was the only explanation, but at the same time Wesker handpicked all S.T.A.R.S. members and there had to have been something he'd seen in her. On the few occasions they'd spoken he'd been interested in her field of study at college, mentioning that he'd been impressed by how young she was when she graduated. Hints had been dropped that he might be able to get her a position helping with field research if she wanted, which was part of the reason she'd stuck it out in S.T.A.R.S. despite how woefully unprepared she'd been for the reality of the job. So Wesker being involved in research made sense and maybe he had stolen Marcus' grandson's work.

"So maybe Wesker was as much of a coward as Birkin, a disappointment to Oswall I'm sure" he continued, "Not that it matters. When I fell to the floor my pets escaped. Wesker must have mistaken their attempts at protecting me for an attack, because he didn't bother checking to see if I was actually dead. Or maybe his contempt was so great that he couldn't imagine that I would be a threat. I'll admit, I don't know what followed, for I quickly lost consciousness. By the time I woke up in disused, partially flooded room, not far from here actually, they were already gone. Abandoned by everyone save my pets. They were diligent in their efforts to save me, using their own bodies to staunch the flow of blood from my injuries, feeding me, and giving me the strength to stay alive. There was only so much they could do though, I was an old man after all, and between my injuries and the filth in which I'd been left to die, my strength couldn't last. Towards the end I could feel them struggling to keep my heart beating, to help me draw every single breath I took. It wasn't through my own strength that I survived, but through their devotion. I had created them, elevated them beyond what they would have been otherwise and they did the same for me. When I was finally able to get up the sight of myself left me shocked. Not only was I alive, I had been restored to my prime."

Rebecca wanted to call him on what he was saying, to point out how crazy he was being, instead she found her mind sticking on one thing, "So your greatest success with the leeches, what you said you've been trying to replicate…"

It was stupid, but she had to know, to hear out the story to the end so that she could find closure and put an end to the madness.

"Yes, what I want to replicate is not what I accomplished with them, but what they accomplished with me," he beamed, spreading his arms wide, "I've been given a second chance, an opportunity to continue my research, but more than that I feel I owe it to my pets to recreate the triumph we reached together. I'll admit, from the moment I first saw you I was inspired, that was the reason I sought you out."

"What do you mean?" she stood up trying to see if there was room for her to escape, but he was in front of her and the tank of leeches was directly behind.

"I told you already," he took a step closer, "I didn't want to risk spoiling my newest batch of pets with a subject infected with the Tyrant strain. So far that has only resulted in partial success. I think a healthy subject is what they need and you are undeniably healthy, among other things," in the red light it was hard to tell, but he looked embarrassed, "That is to say, you're intelligent, inquisitive, a perfect assistant in my continued research, physical aspects have nothing to do with it. You're young enough to by my granddaughter after all. If I'd had any children, that is, but my work took up far too much of my time for anything like that. My pets are the closest thing I have to family and I'm so proud of them."

"What are you going to do?" she stammered, reaching for her gun.

"Ask you to get in the tank with them," he said as though she was being deliberately slow to catch on, "If that doesn't work we might need to take more extreme measures."

Despite his reassurance that the leeches wouldn't attack her the last thing she intended to do was take a bath with them. Taking a deep breath she drew her gun and switched off the safety. It was going to be just like shooting the zombies, or so she told herself, and besides, he was crazy and going to kill her.

Unfortunately she was right, she shot him twice in the chest and he hardly responded. There was a spray of slime, a dark stain spreading across the front of his lab coat, but he didn't stagger or gasp in pain. Part of the stain broke away, a large leech crawling out of the wound.

Maybe he wasn't crazy, or at least maybe some of what he had said was true. Maybe the leeches had saved him, maybe he was Director Marcus.

"You shouldn't have done that," he sounded more frustrated than anything else, and before she could react he closed the distance between them and grabbed the hand in which she held her gun.

Despite her best efforts it wasn't much of a fight. He pushed her backwards until she was up against the tank, then he began to twist her wrist. She expected him to try and force the gun out of her hand, but instead he brought her hand around until she was pointing it at herself and forced her to squeeze off two more shots. The first hit her leg and was less painful than she'd expected, an impact like she'd been punched, but little more. Then the second got her in the stomach.

If not for how he was holding onto her she would have fallen to the floor, unable to move because of how bad it hurt. As it was, he pulled her up by her arm, cradling her head in his hand so that she could see his face as he slowly, carefully, lowered her down towards the tank of leeches.

Her back hit the wall of the tank, warm water lapped at the back of her head. If not for him holding on she wouldn't have been able to keep her head above the water. He let go of her arm and it dropped into the tank with a splash. Smooth, soft things slid around her fingers, rubbing against her, their movements cautious, curious. The leeches.

She tried to scream, but she wasn't sure if any sound came out. All she could hear was a horrible ringing in her ears and somehow, the sounds of the water. He hooked his arm behind her knees and swung her legs over, into the tank.

The blood from her injuries sent the leeches into a frenzy, she could feel them against her leg, her stomach. Bile filled the back of her throat and she began to choke. She struggled as Marcus moved to hold her down, slopping water out of the tank, but not leeches. Like before they were working together, clinging to each other as they slid over her body, under her clothes. Their touch was gentle, not at all what she'd expected. She could hardly feel their teeth as they lapped at the gunshot wounds. The pain started to fade, leaving her numb. She was aware of pressure on her chest, Marcus' hand holding her down, and of the leeches investigating the wound to her stomach. It was the worse of the two and far more interesting to them.

Rather than anything useful, like the unarmed combat part of her S.T.A.R.S. training, the words of Professor Small came back to her. It had been the first day of Biology three-oh-something, Plant Biology: 'In this class we're going to talk about sex. Everyday it's going to be sex, sex, sex because that's what biology comes down to. Sex.' She'd liked Professor Small a lot, even if he was the kind of Professor who tried too hard to be 'cool'. If only his statement hadn't been so applicable to this situation.

If Marcus was the leeches then his interest in recreating what they'd done to him wasn't purely academic, the way he was looking at her made that much obvious. He, or maybe they, wanted to make something like them for purely primal, instinctual, reasons. Marcus wanted to experiment, the leeches wanted to reproduce and the two worked together towards the same, horrible goal.

At least it didn't hurt any more, even if she was choking. Maybe that was for the best though, the leeches were swimming around her face, crawling up onto her, but as long as she was choking they wouldn't be able to get into her mouth. Then Marcus let go of her head and she slid beneath the water. It rushed into her mouth and nose, carrying with it slime and leech eggs, but no leeches. They were all forming a raft over her head, blocking Marcus' smiling face from her sight, trapping a shimmering layer of air beneath them. The leeches began to close in like a shroud, pressing the pocket of air against her face, but it was too late, she was already drowning.

The last thought that came to her as she passed out was that the fluttery, wiggly feeling in her stomach wasn't butterflies. For some reason it seemed like the funniest thing imaginable.

o0o

The sound of footsteps woke her up.

She screamed before she even knew why she was so afraid. Then she remembered and screamed again, louder. It was Marcus, back to…

"Easy," the man standing by the door spoke, lowering something, a gun, as he did, "Take it easy, it's me."

Billy, it was Billy, not Marcus. Only a war criminal.

She was safe.

She blinked several times, wincing, but made no attempt to get up. She ached, everywhere, but there was more to it than that. Everything felt wrong, not just the situation, being trapped in the basement of a research facility, but something was wrong with her, "Hi Billy. I…I thought you were Marcus coming back."

"You must have been having one hell of a dream," he laughed, and started walking over to where she was laying down. Bending down he held a hand out to her, "Are you okay? Can you get up?"

She laughed back at him, "I think…"

When she attempted to sit up she slipped. Water splashed. She was still in the water, still with the leeches.

He reached in, unafraid of the leeches, and grabbed her, pulling her out of the water. She could feel them though, crawling all over her, biting, squirming, clinging to her skin. If she didn't get them off they'd eat her alive.

"Calm down," his grip tightened and he shook her, "You're safe now."

"No! The leeches!" she sobbed, "They're all over me! I can feel them!"

She rubbed at her arms, her face, trying to get them off, but they clung to her, refusing to be dislodged.

He grabbed her holding them so tightly it hurt. Everything hurt and she could still feel them. Why didn't he care, why wasn't he trying to help get rid of them? The next thing he said answered that question.

"Rebecca, calm down. There aren't any leeches. It was a dream."

She looked around, expecting them to be crawling everywhere. Not a single leech remained. The tanks were full of cloudy liquid, but there was nothing swimming in them, on the walls, on the floor, in the tank Billy had pulled her out of, there wasn't a single leech to be found anywhere. Maybe Billy was right, maybe it had been a dream. Had she hit her head somewhere and passed out? She was alive, so that was a strong argument in favor of it having been a nightmare. Except that didn't explain how she'd ended up where she was, covered in slime.

Rebecca looked at him, opened and closed her mouth several times as she thought of and rejected dozens of things she could have said, then looked down at herself. He was right, there were no leeches, no sign of them other than the slime and fragments of egg casings sticking to her. Was that what she had felt on her? No, she could feel things squirming and even if they were gone, they had to have gone somewhere. That many leeches couldn't have vanished, at least not the newly hatched ones. Marcus might have taken the adult leeches with him, but why would he have taken the newly hatched ones unless…

Had his experiment been a failure? Was it that the leeches hadn't really imprinted on her and had left with him? She could almost believe that, except…

"See," Billy smiled reassuringly, "No leeches. Like I said, you must have been dreaming."

"No," she whispered, staring down at the two holes in her clothing, one in her shirt over her stomach, the other in the leg of her pants, near her thigh. Through them she could see her skin, clean and unbroken. "Look."

It took him several seconds to notice, "Alright, maybe something tore your clothes a little, but whatever it was, it didn't break the skin."

Of course, it wouldn't make sense to him, he hadn't been there when it happened and now they looked like nothing, but she'd been shot, twice, and she was fine now.

It didn't make sense, none of it made any sense. She was cold and wet and she hurt everywhere and she could still feel them on her, wriggling against her skin, but when she looked they weren't there.

She could feel them, but she couldn't see them.

They were inside her.

Trying and failing to hold back a scream, she threw her arms around Billy and started crying. The leeches were inside her, she was going to die, eaten from the inside out.

"Take it easy," Billy wrapped his arms around her, not understanding what had happened, because how could he? "Once you're ready we can get out of here."