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Despite bearing little resemblance to the video game it was adapting, 2002’s ‘Resident Evil’ was enough of a hit at the box office to warrant a sequel, one that arrived in theaters two years later with ‘Resident Evil: Apocalypse.’

Picking up almost immediately after the events of the first film, ‘Apocalypse’ follows Alice as she heads out into Raccoon City to fight the undead and escape while the sinister Umbrella Corporation – proving that they have the intelligence of a rotting cucumber – reopen the zombie-infested Hive, triggering a citywide outbreak, and forcing Alice and several newcomers to find a way to escape the city before the whole place is nuked to prevent the virus from spreading to the wider world.

Much like its predecessor, ‘Apocalypse’ was not a critical hit, and is rated among professional critics as the worst in the series, while fan reception was (and continues to be) mixed. But despite this, the film was a box office hit, making $129 million worldwide on a $45 million budget, which meant there had to be some things in the film that fans liked. So with that, let’s wade into the hordes and see if we can figure out what they are.

What does the movie do well?

It’s more faithful to the games

Compared to the previous movie, ‘Apocalypse’s greatest virtue is that it actually feels like an adaptation of the games instead of a standalone zombie film with the Resident Evil brand slapped on it. The movie has locations from the games (Raccoon City, the police department), monsters (zombies, zombie dogs, lickers, and Nemesis), characters (Jill Valentine, Carlos, Yuri, Nicholai, and Ashfords), and does a much better job embodying the spirit of the original Playstation games, while also leaving out elements that wouldn’t translate well to the big screen. (Burn in hell, water-tetris puzzle)

It has a very effective stairwell scene

Though it’s more focused on action, ‘Apocalypse’ does feature its fair share of horror elements, with people being eaten alive by zombies, unstoppable monsters, and abandoned environments. But one scene early on stands above the rest: a woman flees from a horde of zombies inside a stairwell, only to come to a locked door and just barely manages to enter the code to unlock it and escape.

Though a short scene, it taps into the primal fear of being trapped in an enclosed area and facing a horrific, painful, and slow death.

It has a great introduction for Carlos

In fiction, first impressions matter, and Umbrella operative Carlos gets a great one, as seen in the above clip: Seeing a woman fleeing from zombies, he immediately abandons his current mission, rappels out of the helicopter, kills all the zombies, and tries to save the woman, who, having been infected, takes her own life.

While Carlos’ efforts were in vain, the scene establishes that not only is Carlos an accomplished marksman, but despite being an employee of the most evil corporation ever, he has a heart and is not afraid to go out and save innocent people even if it means defying his orders, instantly making him a likable man we’d want to be around if we got stuck in a zombie outbreak.

It has an effective ticking clock

The first film had Alice and her friends racing against the clock to escape the Hive before it was sealed, and ‘Apocalypse’ ups the ante by forcing Alice, Jill, Carlos, and the others to escape Raccoon City before the Umbrella Corporation destroys it with a nuclear bomb. Having an unbreakable deadline gives the characters a great motivation to constantly keep moving, as well as giving their every choice and decision additional weight, forcing them to be strategic with how they spend the limited time available to them.

It gives all the characters a good reason to risk going into a zombie-infected area

So often in stories where a character or a group of characters are forced into performing an unpleasant or dangerous task to gain something they must acquire, ‘Apocalypse’ has a rare twist: In order to secure an exit from Raccoon City, Alice, Jill, and the others are recruited by Umbrella Scientist Charles Ashford to rescue his daughter before she’s turned into radioactive ash by the incoming nuclear missile. Having a loved one rescued is a refreshing change from so many deals where one side is aiming to get more wealth, power, or selfish desires. Plus, audiences will always applaud characters who go out of their way to rescue children from dangerous situations, even ones they don’t know.

It has an effective backstory for the virus

Though the first film revealed that the T-Virus was going to be used as a military weapon, ‘Apocalypse’ reveals that the virus was actually created by Charles to save his daughter from a disease that would have left her crippled for life. Such a revelation makes Charles Ashford a tragic figure: the father who only wanted to save his daughter and help humanity, only to lose control of his creation to a heartless corporation who defiled his creation and turned into a weapon of mass destruction. Even worse, by creating the T-Virus, Ashford – a fundamentally good and decent man – unknowingly became the person who brought humanity to the brink of extinction. Yikes.

It has a fantastic main monster

If there’s one thing that both fans and critics can agree on, it’s that ‘Apocalypse’ does a superb job with its main monster, Nemesis, who is brought to life directly from the third game via great use of prosthetics and practical effects. Unlike the Nemesis of the game, who is a nearly mindless killing machine, the Nemesis of ‘Apocalypse’ is a monster who doesn’t slaughter everyone in sight, but only attacks enemies he’s ordered to; in my favorite scene of the movie, Nemesis, having killed a group of STARS operatives, comes across LJ, the film’s comic relief and a civilian armed with two handguns. Realizing that he doesn’t have a chance of taking on this hulking brute, LJ tosses his guns and surrenders. Seeing that LJ doesn’t pose a threat, Nemesis spares him and leaves.

Much like the title monster from the Predator series, giving Nemesis a moral code (for lack of a better term) makes him a much more interesting foe than if he just killed everyone and everything in sight.

But what truly makes Nemesis so interesting is the (fairly obvious) reveal that he’s actually Matt from the previous film, now mutated and twisted into a monster under Umbrella’s control, forced to fight and kill against his will. And like any great monster, seeing him break free from his unjust fate is a crowd-pleasing moment of the highest caliber: Matt may still a monster, but he’s now on the side of the angels and helps Alice and the others escape, sacrificing his life to do so. Audiences love a monster who abandons its killing ways, and who fights to save good people of its own free will, and Matt/Nemesis fits that role perfectly. No matter what other flaws ‘Apocalypse’ has, Nemesis stands apart as its single-best element, and becomes one of the best characters – and the best monsters – of the entire series.

What could the story have done better?

It could have given the characters a concrete goal earlier in the story

As noted above, ‘Apocalypse’ gives Alice, Jill, and the others a ticking clock to up the tension and drama. The problem is that they aren’t given this clock until about 42 minutes into the film. Had they learned about the nuke by the end of the first act – or been given an equivalent goal to work towards – the story would be more focused and had a more tangible finish line instead of the generic, ‘Oh noes we gotta get out of the zombie-infested city.’

It could have come up with a more definitive reason to do Project Alice

Pop Quiz time: You are an evil Umbrella Corporation agent in charge of Raccoon City and have just learned that the T-virus is rampaging out of control. You order a nuclear strike to obliterate the city and (hopefully) stop the virus. What is your next move?

A: Immediately evacuate all Umbrella personnel, equipment, and vital data as far away from the city as possible, as quickly as possible.

B: Decide that now is the perfect time to set up tents and do a field test on a biological weapon.

The film chooses option B, and it comes off as nonsensical; why spend your limited time doing a field test when you should be running for your life? Adding a scene where Major Cain decides that deploying Nemesis to ensure Alice is killed to prevent her revealing what happened in the Hive would have alleviated this problem. Or, better yet, have Cain be ordered to do the test from his superiors, much to his annoyance, showing that he’s more interested in taking care of the men and women under his command, and only does such a test begrudgingly, hating that he has to risk his personnel for such a stupid reason.

Speaking of Project Alice…

It could have removed Project Alice

While ‘Apocalypse’ has issues that most action horror films have (too many characters who exist just to serve as cannon fodder, an unremarkable story, cliched ethnic stereotypes who serve as comic relief, etc.) and issues with logic and common sense (The Umbrella Corporation couldn’t find Angela after the crash, but her father can locate her in a minute with a personnel tracker), it’s biggest problem is the decision to give Alice superpowers and an unpleasant, smug attitude who is stronger, faster, and better than established canon characters at everything and puts them down at every opportunity in an attempt to look cool and awesome (all of whom eventually come to devote all their efforts in helping her).

The problem is, by making Alice ‘cooler’ than Jill, Carlos, and everyone else, the film has her constantly coming in where she’s not wanted or needed, and stealing the spotlight away from characters who are in the game and should be having their own moment to shine. Instead of seeing Jill and her companions using their wits to escape the church by the skin of their teeth, Alice drives inside on a motorcycle and kills all three attacking lickers with ease. Instead of seeing Jill triumphantly kill the zombie dogs after fighting to keep Angela safe, Alice literally comes out of nowhere and kills them instead with no effort. And instead of seeing Jill and the others fighting to within an inch of their lives and expending every bullet they have to take Nemesis down, Alice beats him in a horribly edited fistfight.

Now, imagine a version of ‘Apocalypse’ where Alice has no superpowers. She can’t jump over a fence in a single-bound, can’t take out three hunters with barely any effort, and can’t fight Nemesis in hand-to-hand combat. She’s an ordinary person fighting for her life with other people who are just like herself, with only their wits, courage, and whatever supplies they can gather. Worse, the Umbrella corporation wants Alice dead before she can reveal to the world what was going on in the Hive, and sends Nemesis to kill her. Now she not only has to fight an entire city filled with the undead, but a homicidal monster with a minigun and rocket launcher while she has, at most, a pistol and shotgun, forcing her to constantly run from a beast she can’t kill until the climax where she has to stand and fight. Doesn’t that sound more engaging than superhero Alice killing everyone and everything with ease? Watching overpowered characters escape from danger again and again is not engaging; watching ordinary people fighting and overcoming impossible odds while completely out of their element is.

While Project Alice drags ‘Apocalypse’ down and would cast a shadow over the rest of the series, the rest of the film is a perfectly serviceable action film. I admit to enjoying it quite a bit more than its predecessor, and it moves the story forward in a logical way, and serves as the cutoff point for the series: Up to this point, the movies have followed the games, more or less. But from here on out, Anderson’s films head into uncharted territory and forge their own path separate from the games. Tune in next time, when we’ll take a look at the 2007 sequel, ‘Resident Evil: Extinction,’ and see just how that path begins to play out.