The 2nd part of the Trilogy. The movies starts with the Umbrella Corporation's men opening the hive but finding the virus at the very entrance. The virus spreads throughout Racoon City and people flee the city. Alice (MJ) has been a part of a genetic experiment and wakes up in the city hospital.

On the other hand the daughter of Dr Ashford (JH), a top-level Umbrella employee, Angie is somewhere in the city. He finds various groups of survivors and sends them to her school to find her. The incentive- he will help them get out of the city. Jill Valentine (SG) and Peyton Wells (RA) are STARS members, LJ (ME) a petty thief and Terri Morales (SH) a journalist form one group. The second group comprises Carlos Olivera (OF) and Major Cain (TK), both of whom have been deserted by UC. Alice also reaches the place.

The UC sees this as an opportunity to test another project Nemesis. Now the group has to fight Nemesis and the undead and the evil UC soldiers, and all this before dawn because the city is going to be blown up with a nuclear weapon to cover up the incident.