AN: Warning: this story is effectively the plot and characters of Resident Evil 2, set in the Project Tatterdemalion universe created by Vathara. I highly recommend reading those stories first, as you will enjoy this one much more with the background information already in place.

While chatting about stories with Vathara, it occurred to me that the Resident Evil universe would mesh very well with the Project-verse. Not least because, when you get down to it, survival horror tends to be about exploring humans at their best (and worst) under pressure. Not to mention, it's not hard at all to picture Lickers as a variant of Hollow.

…of course, when that came up, Vathara admitted that the Lickers had helped inspire the Hollows. Ah, recursive fandom, how we love thee.

Clearly, I don't own the Resident Evil franchise (if I did, I might have more time for writing stories…). Nor can I claim credit for the Project-verse setting – that goes to Vathara, who is generously allowing me to play in her sandbox.

Quick note: I'm not even trying to accurately reproduce the actual layout of the locations in RE2 (although there are a few areas with iconic imagery that survived intact), or the frankly ridiculous system of secret keys and puzzles. As a game, hunt-the-gadget-to-open-the-door works. For a narrative, they're pointless! (Although the characters just had to get in some snark about it anyway.)

Amusingly, it did not occur to me until just this weekend that the timing of finishing the first draft of this story meant that I would be posting the first chapter just in time for Halloween. Believe it or not, that was a complete coincidence…

WARNING: Expect levels of violence and gore consistent with the Resident Evil setting...

CHAPTER ONE

Reality Doesn't Come With Age Ratings

The impact nearly knocked him off his feet.

A startled cry strangled in his throat, Leon staggered, dropping his useless gun to the floor as he fought to regain his balance under rasping, snapping, biting weight-

Dimly, he heard cloth give way, just as a white-hot rush of pain exploded from his shoulder.

No!

Giving up on balance, he reached back, hands closing on cloth and hair and flesh that gave under his fingers in a way he didn't want to think too hard about – and dropped, one knee hitting the floor as he twisted forward, using his hold and the momentum of the drop to fling his attacker forward and over his shoulder. For one horrible moment, his vision was covered in red and white lights, and he thought he heard something in his shoulder tearing that wasn't cloth…

But no matter how much strength was behind it, a human jaw wasn't designed to bite upside down, and torsion and momentum finally won out, teeth tearing loose as a blue-jacketed, bloody figure slammed down onto the floor.

Breath rattling in his throat, Leon forced himself up onto his feet again as his opponent scrabbled awkwardly at the floor, trying clumsily to flip itself over even as it reached out to grab at his leg, dead white eyes staring.

Leon kicked it loose, and then brought his reinforced boot down with all the weight and momentum he could put behind it, right between those eyes.

…he wasn't going to think about the sound it made. But a moment later, the grasping limbs went slack, other than the occasional strange, shuddering twitches that went on far too long.

Somewhere nearby, a clock began to chime the hour.

Leon slowly stepped back, trying to ignore the way his boot slipped just a little on the not-that-polished floor, and picked up the dropped handgun again, checking it over out of habit as the chimes rang.

And almost laughed when they stopped.

You've got to be kidding. Ten o'clock? Isn't there a law somewhere that says it always has to be midnight, or the witching hour? Come on, even the movies know that much.

Not that he'd ever been much of a fan of horror movies. Cops generally didn't tend to fare very… well in them…

As if that thought were the trigger, the dam of shock broke in a wave of heart-in-throat horror.

It bit me, it bit me, I'm infected, God…

For a second, his hands tightened on the pistol, hard enough to send a sharp ache through the bones of his fingers. Then Leon drew in a slow breath, carefully checked the weapon again, and began to reload it, refusing to let his hands shake as he checked the bullet chamber to make sure it was full.

Not that it really mattered. He only needed one.

God. He didn't want to do this.

Do you want Claire to have to shoot a zombie with your face? Thinning his lips, he clicked the bullet chamber shut. Because she would get here eventually. The girl he'd met in the street was tough-minded, fast on her feet, quick on the uptake, and if she was Chris Redfield's sister… well. He'd read up on the S.T.A.R.S. team when he'd gotten word that he'd been accepted on the force at Raccoon City. Quincy talents tended to run in families. She might well be better armed than it seemed.

And even if she weren't – she clearly knew some self-defense moves, had one hell of a nice wrist-snap in her knife throws, and had handled the spare gun he'd passed her with the experience of someone who regularly spent time on the shooting range. She'd make it. He had to believe that.

But even so… it didn't matter how good you were. See a face you knew at the other end of your gun, and you'd hesitate. If only for a second. Dealing with zombies, that second could be fatal. He refused to have that on his conscience.

At least this way's faster than getting eaten alive, he thought, almost laughing – which he knew was the stress talking. Drawing in a deep breath, he raised the gun-

Somewhere nearby, someone sniffled.

It was probably a good thing that it wasn't actually physically possible to shoot the whole of the universe a dirty look. If it were, the universe might have keeled over dead at the look on Leon's face, and then where would they be?

Seriously? Seriously? I spend over an hour combing through this place, and a survivor finally turns up now?

Damn. Now he really understood the look on Marvin's face when he'd come through the office door. Surprise, relief at seeing another living face, anger and dread because he knew what was coming, and now someone else was in danger because of it…

Wait.

Slowly, Leon lowered the gun again, thinking.

Marvin's bite… hadn't been new. At the very least, he'd been bitten, gotten away, locked himself in the office – and there still had been time for the zombies to become more or less passive again before Leon had arrived. Five minutes, he'd guess, at the minimum.

And there was enough time for me to make a circuit of the north wing of the station and come back before he turned. That had to have been… what, half an hour?

Which meant he had a little time, at least. And… from the look of things, Marvin had felt the change coming. He'd have warning before he started craving brains or whatever it was that made these things attack people.

Survivors first.

In the meantime… gritting his teeth, he loosened his gun harness and pulled the collar of his shirt away from the bite, wincing as threads came out of the wound, and then carefully shrugged off the small pack he'd picked up on his brief run through the autopsy room. And hadn't that been fun, darting through as he wondered which corpses would stay dead and which ones would get up and give chase. But it was one of those fun ironies of the universe – the room where the dead bodies went was where the best first aid kit was stashed.

He'd strapped a couple bottles of water to the side of the kit with duct tape. The plan had been to use them for drinking, because he did not trust the tap water in a city where all of the inhabitants had somehow turned into zombies, but… Twisting the cap off, he gritted his teeth and used the water to wash the bite out, then quickly applied the antiseptic and antibacterial sprays. Who knew – maybe they'd help. For a moment, he eyed the spray-on wound sealant – but he'd gotten lucky. When the throw had pried the zombie's teeth loose, it hadn't taken a chunk of his shoulder with it. The flesh and muscle was torn, not missing. It would probably stop bleeding on its own.

And frankly, the longer the bleeding could wash out the infection, the longer he'd have before he turned. He hoped.

Quickly draining the mouthful or two of water left in the bottle, Leon set the empty plastic aside and carefully pulled his shirt and harness back over his shoulder, wincing a bit as he slung the first aid kit over his shoulder again.

Then he scrambled to his feet and went looking for the source of the crying.

Whoever it was, they were trying to be quiet, which showed good sense. Even so, after a few moments, he followed the soft hiccups to the back of the room, where the four zombies now lying slumped and almost-twitching on the floor had been gathered when he'd first eased the door open. He'd thought he'd managed to take them all down, but it had used up his bullets, and then when he tried to reload one that hadn't been quite dead had…

Don't think about it now. Done is done. Do what you can while you still can.

Once he came around the heavy desk, he saw that a grate had been wrenched off of an old vent. Which was impressive, because from the holes around the mouth, it had been bolted in.

Desperation can drive people to pull off some pretty impressive stuff… huh. Not a lot of space down there. And the crying, soft as it was, was fairly high-pitched… a kid?

Carefully, Leon crouched by the opening, positioning himself so that the light from the room would show on his face as well as let him see inside. "Hey there. It's okay, they're gone now…"

He blinked.

Huh. That's… different.

Which, some part of his mind was half-hysterically babbling, was not exactly a normal reaction to a little kid who'd wrapped herself in pale blonde wriggly tentacles that seemed to be coming out of her back.

On the other hand… the minute she saw him, the kid squeaked, edging back a little deeper into the vent even though it was clear she'd gone about as far as she could fit, the… tentacles… wrapping tighter around her as she curled up in the very back. And the big blue eyes staring wide-eyed back at him were sane, and alive. Which was definitely an improvement on the alternative.

After a long moment, the kid gulped hard and asked, in a tiny voice, "Are you going to shoot me?"

Leon settled back on his heels a bit more, so that the light would show his face clearly, and thought fast. "Why would I do that?" he asked, stalling.

That defensive little ball tightened up even more. And Leon was feeling more confident in tagging the kid as a she, now, because he was pretty sure that no boy would be going around with pink-highlighted sneakers and ruffled socks, although the pixie-short hair was poking out in all directions, as though she'd gotten slimed and hadn't had time to wash it off. "…'cause that's what cops do to monsters," she mumbled.

Well. Now Leon did want to shoot someone. Specifically, whatever idiot had said the M-word to a scared kid.

Then again… it was hard to tell through the dust-smears and tear tracks, but he'd put the kid somewhere around nine or ten. Plenty old enough to have seen a couple of movies that technically were rated over her age limit at Halloween sleepovers. And certainly old enough to realize that blonde fuzzy tentacles were not exactly human-standard.

"Hmmm." He let her see him thinking that over, before countering with, "I don't know. Are you going to try to eat me?"

An adorable button nose immediately wrinkled up in undisguised disgust. "Ewww!"

He did his best not to grin. "Well, that answers that then. You're not a monster, so no, I'm not going to shoot you." Now he did smile, doing his best to make it warm and friendly. "My name's Leon. What's yours?"

She blinked, starting to relax a little – then tensed again. "…Sherry," she said. "Sherry… Birkin."

Huh. Birkin. Was that a name he should know?

Worry about it later. "Nice to meet you, Sherry," he said, extending a hand – although carefully keeping it relaxed, reaching into the vent just far enough that she could reach back if she wanted, but not enough that it would look like he was trying to grab her. "You want to come out of there?"

For a moment, she looked blankly at his hand. Then…

Leon honestly wasn't sure which of them was more startled, when she started to reach out to take his hand – and a blonde-fuzzed tentacle got there first.

Don't flinch. Do not flinch, he told himself firmly, as the tip wrapped carefully around his wrist. Gently, he tugged, more to anchor Sherry as she pulled herself forward than trying to pull her himself. The tentacle was probably less sensitive than, say, a cat's tail, but odds were that getting yanked by one would still not be very fun. For either of them, given the way the other three were latching onto what looked like solid metal to help brace Sherry as she began to clamber out.

He did let go and step back a bit once she actually got to the opening of the vent, letting her take her time to catch a breath and brace herself before emerging from her safe hiding spot and getting to her feet, the pale fluff of accumulated dust smudged all over her clothes and face and hair proving that someone hadn't been cleaning out the vents properly. Her whole face sort of twitched, clearly fighting the urge to sneeze – and then blue eyes went huge as the movement brought her attention to the body sprawled on the floor beside the desk.

"D…Did you…?" she asked, voice shaking a bit. Although oddly, she backed away from the body and toward him.

"Well, yeah," he admitted bluntly, not bothering to hide the gun in his hand, although he was careful to keep it clearly pointed away from her, at the ground. "When something tries to eat me, I do shoot it."

Not exactly much point in hiding that, after all. She'd have heard him shooting the zombies earlier. And if he was going to get her out of here, she'd see him shooting more. Reality didn't exactly come with age ratings.

But to his surprise, rather than quailing, Sherry simply seemed to think about that for a moment – and then her eyes narrowed. "Good!" she said fiercely.

Bit more bloodthirsty than he'd expected from a scared kid. Good for her. So long as you didn't let it control you, anger and determination did a lot more for your survival chances than terror. Though he had to grant that Sherry had found a good bolthole to wait out the shakes, even if she'd ended up cornered…

Huh. Carefully, Leon dropped to one knee, so he could look Sherry squarely in the eyes without bending over. "Sherry – do you know your way around here?"

She hesitated. "Um… kind of?" she said tentatively. "We visited on a school trip last year…"

"Do you know where the S.T.A.R.S. office is?" he asked. After all, if Claire was really looking for her brother, that would be the first place she'd go, making it the most likely place to find her. I'll meet you at the station had seemed all well and good when they were separated by a massive burning shuttle; he'd kind of underestimated just how insanely complicated the station actually was.

At least the dampeners on the fusion engines in the runaway cargo shuttle and their ill-fated car had worked, or… well, there wouldn't have been much of a them left, after the crash. Or a street. Or a station.

Or the better part of the city, actually.

Sherry's brow furrowed. "Um… I think that's upstairs?" she offered, after a moment of concentration.

Good. Very good. The zombies might be determined, but simple obstacles gave them trouble. They didn't seem to really get the whole idea of picking up your feet to climb. Not that he thought the upper floor would be zombie-free – but hopefully there would be less of them, and less danger of more showing up.

And he was pretty sure he'd seen a staircase at the end of the other hallway. But to get there…

"Sherry, I need you to do two things for me."

She hesitated. "What?"

"Once we leave here – I need you to stay as close behind me as you can. That's not going to be easy," he warned, before she could say anything in response. "There are a lot of zombies out there. We may have to run. I'll try to warn you before I do, but my attention's going to be on the zombies. I need to be able to trust that you'll stay with me."

Sherry swallowed hard, but nodded. "Okay."

Leon grinned at her. "Good. The other thing I need you to do is keep your eyes open. Try to watch to the sides, and behind us if you can. Let me know if you see anything that looks dangerous that you think I might not have seen."

Sherry's nod was much more energetic this time. "Okay!"

"All right then." Leon straightened, double-checking that the safety on his gun was off.

He paused at the door, listening intently for any sound of shuffling feet or the groan of air forced through non-functioning lungs, and then risked glancing up and down the hallway.

Clear for now. Good. Taking a deep breath, he pulled back to glance at where Sherry had attached herself to his shadow. "Okay. Now – what's your job?"

"Stay close to you, and look out for bad things you don't see," Sherry replied, her voice low and fiercely earnest, without even a hint of eyeroll at being asked to repeat what he'd told her. She was taking this seriously, then. Good.

Leon nodded. "Right," he said, voice equally quiet, and allowed himself one slow breath to try and steady his heart, trying not to think too hard about the throbbing in his shoulder. Or wondering if it had gotten worse in the time it had taken to coax Sherry out. He'd committed himself. "Okay. Here we go."

~RESIDENTPROJECT~

There was one blessing in this mess. So far as Leon could tell, the zombies weren't very mobile. They didn't wander around the station; the areas he'd cleared in his earlier search were still clear, giving the two of them a relatively safe path around the lower floor.

At least, this far.

Sherry hovering so close behind him that he could feel her breathing, Leon carefully eased his way to the corner and glanced down the hallway. He'd come this far earlier, when he'd glimpsed the stairs leading to the second floor through the half-open door at the far end of the hall, but he'd decided to finish his sweep of the accessible areas on the ground level first. Especially since he didn't quite trust the look of those barricaded windows along the outer wall.

Glancing down at the shards gleaming pale on the old carpet in the dim half-light, Leon frowned a bit. His boots were designed to handle things like that, but Sherry's sneakers were, while not exactly cheap, designed for an active child who did a lot of running and would soon outgrow them. The soles should be thick enough to protect her, but…

"Watch out for the glass," he murmured, stepping into the hallway. "Let's stick to the inner wall if we can…"

Something shattering – sound of bodies impacting stone and wood – groaning – movement…!

"Shi-!" he choked, back hitting the inner wall even as he pulled Sherry with him, barely hearing her startled yeek!, half-strangled as if she'd tried to shriek only to realize there was no air in her lungs. All of his attention was on the grasping, too-pallid arms scrabbling at the air only a few inches away from his face.

"It's okay. It's okay. It's okay," he managed to choke out, very aware that he was talking as much to himself as to Sherry, if not more. "It looks like the barricades are holding." For now, he didn't add. The wooden planks hastily nailed against the broken windows were heavy and solid – but they'd definitely been a rush job, as evidenced by the gaps between the slats that the zombies had shoved their arms through. Through smaller gaps, he could see gaping mouths, clouded eyes…

With a shudder, he made himself look away from those dead stares to assess the situation as a whole. A moment later, he carefully shook his shoulders out, forcing them to relax just a bit. "It's okay," he said again, with more confidence this time. "So long as we stay close to this wall, they can't reach us."

"You're not going to shoot them?" Sherry asked in a small voice, watching the grasping fingers clawing at the air intently. Leon suspected that any zombie that tried to grab her would find itself bitten.

"I don't have that much ammunition, and right now they can't get to us," he told her, careful to keep his voice low. He was almost certain that there were more zombies at the foot of the stairs; he needed to save his ammo for that. And, hopefully, preserve the element of surprise. Gunfire was sure to draw their attention, and he did not want to fight here, where he'd have to keep one eye on the windows at all times.

And if I ever find the genius who decided a fancy former art museum with narrow hallways was a good choice for a police station, there are going to be words, he thought darkly.

At least the hallway was short as well as narrow. Better, there was an area before the door at the end with no windows, meaning that at least he didn't have to worry about getting grabbed as he eased his way to the half-open door and peered through.

Hm. A short hall leading to open space, faced by a large window – intact, thankfully, and even more thankfully with the shades drawn, because Leon didn't think for a moment that glass was going to stop the horde they'd just eeked past if they saw targets moving inside – with a fairly broad staircase running up one side, and what looked like a hallway continuing back deeper into the building in the same direction on the other. No zombies in the part of the hall near the door, at least, but he could make out two swaying on their feet at the bottom of the stairs. Not looking their way, thankfully, but an obstacle they'd have to get past. He couldn't see down the ground-level hallway any farther than the corner, but odds were pretty good that there were at least one or two more zombies down there, if not more.

That made for at least two, maybe four or more zombies. It generally took three shots to take one down, and even then only temporarily. His gun held twelve bullets. Two or three zombies were manageable – but any more, and things could get very dicey, depending on how fast he could reload. As the throbbing in his shoulder painfully proved.

More importantly, he didn't know what was at the top of those stairs – and there was that window to think about.

Pursing his lips slightly, Leon risked easing the door just a little farther open, to get a better look at the layout. Then he backed away from the door – careful to stay glued to the wall and away from those grabbing hands – and sank down onto his heels, waving Sherry closer.

"This next part is going to get a little tricky," he breathed, careful to keep his voice as low as he could. "Stay close, and when I say run, then run with me – but wait until I tell you to run."

Sherry nodded, fingers clenching and unclenching in little fists, even as her eyes studiously scanned the hallway behind them and watched the arms reaching through the slats, plainly taking her job as rearguard deadly seriously.

Leon smiled at her, although he knew the expression betrayed his own tension. After quickly double-checking that the safety on his gun was off and the gun was fully loaded – which he already knew it was, but the momentary ritual had a calming effect and he wasn't going to turn that down – he opened the door and stepped into the hallway.

The two zombies at the foot of the stairs didn't notice them until he and Sherry were more than halfway to where their side hall opened into the wider hallway. Both pivoted, starting towards the two of them with that strange, mindless moaning sound that raised the hair on the back of Leon's neck. Leon forced himself to hold a steady pace until he reached the corner.

A quick glance showed three more zombies near the door at the far end of the hall leading deeper – a potential problem, but too far to be an immediate threat. Trying to keep his breathing steady, Leon turned his attention back to the two zombies shambling closer. Seven steps away. Six, and the first of them was safely away from the foot of the stairs, but the other one was a little farther back…

Sherry's tentacles were twitching as she stared wide-eyed at the approaching zombies. "Leon…?"

Wait for it.

Five steps away. Four. Three, and he saw a tell-tale twitch in the lead zombie that meant it was about to lunge…

"Run," he said fiercely, dodging to the left, just ahead of lunging jaws and grasping hands, and broke into a jog as he circled the outer edge of the room.

He'd thought he'd have to hold his pace back a bit to correct for Sherry's shorter legs – but to his surprise, she kept pace easily, actually darting ahead of him as they reached the stairs just before the zombie in the rear could reverse direction.

"Sherry, wait!" Leon called, taking the stairs two at a time until he was halfway up, as the girl rushed up ahead of them. "We don't know what's…"

"Yeep!"

Sherry threw herself backwards as she reached the top of the stairs, teetering for a dangerous moment on the edge – and then tumbled back, just before reaching hands would have latched onto her. Leon tensed, starting to lunge in an attempt to catch her before she broke her neck on the stairs – but the blonde tentacles whipped out, clutching at the railings and stopping her fall. She still hit the rail hard enough that Leon heard the breath whoof out of her lungs, but she was safe for the moment-

Gritting his teeth, Leon took half a moment to steady his stance on the stairs halfway up, blocking out the moaning below and everything except the zombie looming shuffling forward at the top of the steps, about to fall on the kid.

Forget the head. His aim was good, but not that good, and he didn't trust his hands not to shake from pure adrenaline. Aim for the center of mass, you only need to get it down…

Three sharp shots, as fast as he could get them off. The zombie jerked once, twice, teetered at the edge of the stairs – and on the third shot, toppled back.

Sherry was already starting to pull herself back up onto her feet, the tentacles gripping the smooth wood of the banister easily and anchoring her until she'd gotten her feet back from under her. She was pale, but didn't seem hurt, so Leon climbed up past her until he cleared the top of the steps and found the fallen zombie, which was already starting to pull itself back up.

Carefully, Leon lined up the gun with its head, and pulled the trigger.

Once he was sure that the shot had been good and the zombie really was down permanently this time, Leon let out a shaky breath he hadn't even realized he'd been holding. "You okay?" he asked, taking in what he could see of the second level in a quick glance before turning back to Sherry. Worn wooden floor, hallway, doors closed, no zombies in sight – as secure as they could get for now.

"Sorry," Sherry managed. "Sorry, sorry, you said to stay behind you and I thought I was and then I was at the top and it surprised me…"

Huh. Adrenaline? That could certainly explain it. On the other hand, Sherry acted like those tentacles were pretty new – she frowned at them for several moments before apparently figuring out how to get them to let go of the banister so she could join him at the top of the stairs. It wasn't beyond the realm of possibility that there were less obvious changes to her physiology. A change in her running speed… well, it wasn't outside the realm of possibility, he supposed.

Other than it being supposedly impossible… Oh well. If it gives her an edge, I'm not going to complain. "It happens," Leon said, moving so that she didn't have to walk right past the remains of the zombie's head.

…Hm. Most of the zombies he'd fought in here had been wearing office uniforms – as though they hadn't had time to gear up before it was too late. Which had some unsettling implications about how fast this whole thing had hit, and how little warning people had had, and he was doubly determined not to eat or drink anything that wasn't sealed now. But this guy had been suited up, although his holster was empty and Leon didn't see his pistol anywhere. So he might have…

With a wince and a muttered apology to the corpse, Leon began quickly rummaging through the pockets of the tac vest, and… score. Two extra clips of ammunition.

Straightening, he took a moment to assess the situation in the hall below. The five zombies that had been in the area below had all collected at the foot of the stairs, jostling each other in a macabre sort of mosh pit.

The fact that he had to suppress a snicker at the thought probably said more about his level of stress than any actual amusement quotient.

Setting the thought aside, he considered his options briefly. Strategically, there was no reason to bother with the zombies at this point. Even as he watched, one staggered and fell, falling across the steps when it failed to realize that it had to actually pick its feet up. Even if they somehow managed to climb over each other, it would likely be at least an hour before they managed to make it up the stairs. There was no reason to waste his ammunition.

Except that Claire might still be behind them – which meant she might have to climb these stairs herself. And five zombies were a lot harder to dodge around than two…

"Something's out there!"

Startled, he turned. Sherry was staring wide-eyed at the window, reflexively dropped down in a crouch either to try to hide herself or brace for movement. The top pair of her tentacles were arched up, over her shoulders, as if ready to snap forward if something came at her, while the lower pair were slowly twining back and forth, almost like snakes tasting the air.

Leon stepped back, positioning himself so that he could still watch the hallway from the corner of his eye as he glanced out the window. Nothing but darkness and the reflection of the hallway lights on glass; there was no way he'd be able to see much outside unless he turned off the lights.

Meaning, if she saw something, it had to have been close enough for the light from the window to reach it… Not a happy thought. Not at all.

"Something?" he asked.

Sherry swallowed, carefully straightening up and moving a step or two towards him – although, Leon noted, not so close that he'd be in the way of those tentacles. Interesting. It was almost as if she didn't consciously know what to do with them, but her subconscious was managing just fine. "I didn't see much," she admitted nervously. "Just – something moved, and by the time I looked up it was gone…"

"A zombie?" he asked. Although he doubted it. They were on the second floor. And if it turned out that the zombies could scale walls when they couldn't even manage to walk up a staircase, then he was complaining to the management.

Sherry shook her head. "I… don't think so," she said uneasily. "It was sort of… crawling across the window." Her hands made a vague wriggly-scrabbling sort of movement. "Kind of like a lizard?"

Lovely. So they had some kind of unknown outside that could scale walls – and from the sound of it, moved pretty quickly. Given the way the rest of the day was going, Leon wasn't inclined to bet on it being a friendly.

Don't jump to conclusions. Sherry could probably manage some impressive climbing tricks herself. He couldn't assume everything was unfriendly. That way lay paranoia, and shooting at everything that moved. Not exactly a good state of mind for locating survivors.

Still. He was going to hope very hard that whatever was outside would decide to stay outside.

"Keep an eye on that window," he told her quietly. "And watch the doors as we pass them." Zombies couldn't get through a closed door except by brute force, so far as he could tell – but that was assuming that all the doors were latched shut.

He was watching the doors himself, just in case one of them decided to burst open as they came close. Which was part of why it wasn't until they were halfway down the hall, moving as quietly as they could, that he noticed the signboard reading SPECIAL TACTICS AND RESCUE SERVICE over one of them.

He allowed himself a sigh of relief – although he was careful not to relax. They didn't know what was inside, after all.

With a few hand signals, slowed to make sure she understood them, Leon waved Sherry to tuck herself against the wall on the handle side of the door, while he positioned himself on the hinged side. Then he reached out, and, very carefully, tested the latch.

Huh. It's not locked. That was odd.

But he wasn't going to complain about not needing to hunt down the key, either. Closing his eyes for a moment, Leon drew in a slow breath, held it, and let it out again – then, opening his eyes, he threw the door open and stepped inside, gun raised.

Office. Two freestanding work desks, a larger desk against the wall, all of them barely visible under stacks of paper – and that was odd, in an age where everything was digitized on the terminals installed, two at each desk except for the one at the head of the room. Lockers along the side wall, a holographic map of the city along another, and the S.T.A.R.S. emblem on the wall behind the big desk, along with a framed photograph, old-style, of what had to be the team members-

Nothing moved.

Slowly, he lowered the gun, frowning slightly. But a second scan of the room showed no bodies hidden under the mess, no blood blotting out the ink on handwritten papers scattered across the small corridor between the desks and the wall, although someone had clearly stepped on them, by the crinkles and the road-dirt-brown tread marks. Which was odd.

The door was closed. There's no sign of a fight. Why is this place such a mess?

First things first. "All clear, Sherry," he said – still quiet, but not actively trying to keep his voice low anymore. "Come on in – and close the door behind you."

Which raised the hair on the back of his neck a little; there was just the one door, and no windows. If something happened, they were boxed in. But on the other hand, that meant they had a relatively defensible position. And he wanted to look around a little.

Why would someone trash the S.T.A.R.S. office? These guys were the cream of the crop, everyone looked up to them. Heck, S.T.A.R.S. was half the reason he'd applied for the Raccoon City opening after graduating from the Academy. The other half being the string of odd murders and disappearances that S.T.A.R.S. had been investigating…

Well. Apparently the culprits for those had been found. In the worst way possible.

Wait. This place isn't just trashed. It almost looks like someone was searching it. Someone in a tearing hurry, by the look of things – and someone who didn't care if anyone noticed. And not one of the S.T.A.R.S. members, judging by the way the drawers from the desks had been hauled straight out, the contents dumped on the floor without any regard for where they'd fall. Whoever had done this apparently hadn't been very familiar with the S.T.A.R.S. filing system… or thought that what they were looking for would be hidden.

This can't have been any kind of official investigation, it's too chaotic. So… what, then? Survivors hoping that S.T.A.R.S. might have gathered some sort of clues that would help them survive the zombies?

Or someone who had something to hide?

Leon bit down a shiver, not liking the direction his thoughts were going at all. At the same time, he couldn't seem to shake the uneasy suspicion, either.

They had time to barricade those windows downstairs. Marvin wasn't on his feet when I got here, but he wasn't… well, he was still alive. He can't have been the only one to hold out. Didn't anyone radio Spaceport City? If only to say they had a crisis and people needed to be kept out?

Okay, granted, we're being overrun by zombies might have been dismissed as a prank call. But someone should at least have investigated, and kept people from coming in. Raccoon City was built entirely around one massive bio- and med-tech company, Umbrella. There should have been codes to indicate a biohazard outbreak, at the very least. To which the first logical response would be minimize exposure. And yet, he'd driven right into town without any indication that there was trouble until he was already in.

But that doesn't make any sense. We're talking about zombies here. Why would anyone want more people to walk into this mess…?

Behind him, the latch on the door turned with a click. Leon whirled, gun already raised-

And found himself sighting down the barrel of another police-issue handgun, blue eyes framed by strands of red-brown hair escaped from a high ponytail focused and determined behind it.

Then blinking in undisguised surprise and relief, as Claire lowered her gun at the same moment Leon brought his down. "Leon!"

His relief probably was equally obvious. "Hey there," he said, grinning at her. "Glad to see you're still in one piece." Smudged with soot and dust – she must have had to get past a fire, probably from the explosion earlier – and a splash of gore along one cheek and splattered across the front of her coat where she'd apparently had a close call, but no injuries he could see.

Shoulder aching – and he didn't know if it was worse, or if it was just his own nerves – Leon allowed himself an inner sigh of relief. Thank goodness.

"I'm fine," Claire confirmed, stepping inside and closing the door behind her. "Have you found anything? I used the fire escape to get in on the second floor, but I haven't found anyone still alive…" She blinked. "Oh. Hi there. Who're you?"

Blinking, Leon looked down. Sherry had glued herself to the back of his legs, peeking out just enough to look at Claire. "This is Sherry Birkin," he said. "I met her downstairs."

"Sherry? That's a pretty name." Claire dropped down to a crouch, smiling brightly at the girl. "My name's Claire. Claire Redfield."

"…Hi," Sherry said tentatively, edging out a little farther, and Leon's mind blanked, because how was he supposed to explain tentacles to Claire when he didn't even get it himself…

And by the way Claire had just stiffened, he was out of time to do any explaining anyway.

Sherry flinched slightly, almost drawing back behind his leg again – but then, to Leon's surprise, she drew in a deep breath and raised her chin bravely. "Leon said I'm not a monster unless I try to eat people," she declared.

Claire blinked, eyes flickering up to meet Leon's for just a moment, before her mouth unexpectedly curved in a wry smile. "Well, Leon's a pretty smart guy," she agreed, meeting Sherry's eyes easily. Then she tilted her head to the side. "Besides, my brother says that biting people should always be your last resort. You never know where they've been. Gross!"

Sherry blinked back at that, and then began to giggle. "Yeah. Ick!"

Claire smiled at her a moment longer, then shifted her gaze to Leon. "My brother…"

He shook his head, then nodded at the mess in the room. "It's only a guess, but I think S.T.A.R.S. left before whatever caused all this went down," he said.

"Great. Now I have to start all over again." Claire's tone was a strange mix of frustrated and desperately relieved. Leon could sympathize. This whole mess had been bad enough for him, and he didn't actually know anyone in Raccoon City.

He looked over the mess, thinking. "It looks like they were investigating something," he said thoughtfully. "If we can figure out what it was…"

Claire's eyes brightened. "Then maybe we can figure out where they went!"

Leon nodded. "Other than that, we don't have any reason to stay here any longer than we absolutely have to," he added, hardening his voice. "You stay here with Sherry, see if there's anything you can make of this. I'm going to sweep the rest of the station, make sure there aren't any other survivors. If I find any, I'll send them to you. After that, we need to grab what we can and get out of this place."

Claire scowled. "We should go together," she insisted. "Splitting up if we don't have to is a bad idea. You're a cop, you should know that."

"Claire…" Bracing himself, Leon shifted a bit, and pulled the strap of his makeshift pack aside so she could see his bloodied shoulder.

She went white. "You're…"

"Best guess, I've got fifteen to thirty minutes left," he said quietly, trying to soften the blow with a small smile. "Might as well use it while I can."

Claire swallowed, blinking just a little too rapidly. "…Okay," she whispered.

Reaching back, Leon unclipped one of two small cases from his belt. He'd found them searching the office below, and picked them up just in case – he was glad he had, now. "Here. You know how to use these?"

Tugging the small handheld device from the case, Claire frowned slightly, eyes still too bright but her jaw set stubbornly. "Short-wave radio? Why not use the satellite comms?"

Leon hesitated for just a moment, which was probably a moment too long, judging by the way Claire's eyes narrowed. "I think we're better off sticking to short-range communications if we can," he said carefully. After all, something had prevented word from getting out to the spaceport that things had gone seriously wrong here. He didn't know if it was coincidence, damage, or something darker, but he wasn't inclined to take chances.

Besides, it was part of basic disaster protocol: don't jam up the lines with non-critical calls in a crisis situation, the authorities would need them open.

Not that there seem to be many of those left.

"I'll try to contact you regularly," he said. "Let me know if you find something, or if you decide you need to shift locations." He hesitated. "If I can… I'll try to let you know, when I think my time's up."

The muscle of Claire's jaw bunched and then relaxed, as if she'd bitten back words that she knew weren't going to help. "And if you can't?" she asked.

Leon made himself grin at her. "Just try not to look any of the zombies in the face," he suggested. "I mean, they're ugly."

…and if he stalled any longer, he was going to lose his nerve completely. He had a job to do, might as well get started on doing it. Stepping past Claire, he opened the door and stepped back out into the hallway.

~RESIDENTPROJECT~

This isn't fair. This just isn't fair.

Then again, that was why Chris had gone for special forces. Because the universe didn't care about fair, not really. If there was going to be any fairness in the world, then humans would have to fight for it and defend it.

"…Is Leon going to be okay?" Sherry asked, her tentacles twitching like the tail of an upset cat.

Reflexively, Claire opened her mouth to say something reassuring – and then closed it again. Because Sherry definitely wasn't stupid, and by the tremble in her lip and the way her hands were fisted by her side, she already had a pretty good guess as to the real answer anyway.

The girl had made it this far. Lying wasn't going to help, and it… well. It wouldn't be fair. To either of them.

"I don't know, honey," Claire admitted. "But… probably not."

Sherry's face crumpled slightly, lower lip wobbling, but she simply nodded. "…Thank you," she whispered, and shivered.

Which might not be nerves alone, Claire belatedly realized. Sherry was wearing a basic schoolgirl's uniform, but it clearly hadn't been designed to accommodate tentacles, and with the things… waving around like that… it had rucked the back of her shirt up almost all the way to her shoulders. It wasn't cold in here, exactly, but it wasn't precisely warm either.

Claire beckoned the girl over. "Here. Let's see if we can't make that shirt a little more comfortable for you," she suggested. Sherry hesitated, but obligingly turned around – although she stiffened a bit when Claire pulled out the knife her brother had given her.

Fixing the shirt was, luckily, pretty simple – Claire carefully cut a broad I-figure in the back, so that the two panels would fold out and let the tentacles through. It was only a temporary fix – for one thing, there wasn't exactly a hem, so the cloth was going to fray quickly. But it should last long enough for them to get out, and this way Sherry's tentacles weren't bound up under cloth. And the scarf of the uniform was long enough in the back to help cover the modifications a bit.

It also helped Claire clear her head a bit, so that dismay and horror and grief could give way to cold, bright anger.

Leon doesn't think all this was an accident.

Oh, he hadn't said that in so many words, but reading between the lines it was pretty obvious.

Someone did this. And when I find who, they will die slowly, she thought viciously, climbing to her feet and sheathing her knife again. Death of a thousand papercuts. From thirty tons of red tape. Inflicted by government lawyers.

…There was a reason her family had encouraged Claire to finish college before she made any decisions about whether she would follow Chris into special forces. When her blood was up, she could get a bit… vindictive.

Although right now, she was more worried about her own odds of death by papercut, given the absolute storm of papers filling the room. How was she supposed to even start?

Wait.

Frowning, she snagged the first page off the top of the nearest pile, nearly toppling the whole thing when it turned out to be attached to a thick sheaf. A quick skim told her it was information on a large mansion – she eyed the picture and almost snickered. Seriously? That thing looked like it had been made for a bad horror movie.

The urge to laugh vanished as a trickle of ice went down her spine. After all, right now she was living a bad horror movie.

Shoving the thought aside, she flipped through a few pages, frown slowly growing. Someone had scribbled notes here and there on the pages – ownership, energy use – but the handwriting was so messy she couldn't get the contents of the notes to make any sense. And right now, she was really railing about Chris's stubborn adherence to the don't talk about investigations with your family rule, because she had no idea if this was significant or not…

Claire blinked, raising the page a little closer.

It's not the handwriting that's the problem. These are written in code.

Slowly, she lowered the packet, looking around the room again with new eyes, focusing less on the quantity of information and more on the form of it.

Paper. Why would they be keeping their notes on paper?

Well. On the surface, the answer to that was simple. Criminals and nosy journalists couldn't hack into information that wasn't on a network in the first place. But the S.T.A.R.S. computers weren't on an open network, for exactly that reason. None of the R.P.D. computers were, except for a few clearly marked terminals. It was one of the oddities that Chris had liked about the Raccoon City setup. Apparently, Umbrella Corporation had donated significant support to the police for top-of-the-line information security systems, since police investigations might sometimes require accessing confidential company information, and industrial espionage was a problem for cutting-edge companies like Umbrella. Not to mention attempted theft or sabotage by agents from the Satrapy or the Confederacy, out to steal or destroy the secrets of the Panimmunity treatment.

Given how important that was to the security of the Republic… the S.T.A.R.S., and the Raccoon City Police in general, had computer security systems better than money could buy.

Which means… they were worried about their investigation being tracked by someone inside the system.

Going by the wreckage of the office, like a tornado had torn through the entire place, Claire was going to go out on a limb and guess that the S.T.A.R.S. team had been right to worry.

Although, I don't know this was done by someone with something to hide. The mess could easily have been made by the survivors of the original zombie outbreak, the ones who'd lasted long enough to at least try to put up something resembling a defense.

Either way, it meant that trying to search all of this was an exercise in futility. Even if any significant information hadn't been stolen, there was no organization whatsoever. She had no idea if this house record was related in some way to the R.P.D. fuel requisition form underneath it, or if they'd just happened to land in the same place. It would take a trained data analyst months to get through the chaos and come up with something tangible to work with. Claire didn't have the training, and she didn't have the time.

Which means… I need to look for something that hasn't been disturbed.

Tall order. Even the equipment lockers had been opened and their contents dumped out, all except for the one nearest the wall. Even that one had dents and scuff marks that suggested someone had tried to force it open, despite the obviously old OUT OF ORDER sign taped to the front.

Claire smiled.

Come on. Are you kidding, Chris? Flexing her fingers, she began picking her way across the chaos of the room, Sherry a quiet, curious shadow behind her. All it took was a quick glance at the lock – an older style physical lock, rather than the electronic ones the other lockers had installed – and she knew exactly what her brother had been up to.

After all, she was the one who'd taught him this particular trick.

Reaching out, she rested a hand lightly on the cold metal, painted the same weirdly dull green that seemed to be an industrial standard for lockers, and reached.

She wasn't a powerful telekinetic. She left that sort of thing to her boulder-punching idiot of a big brother. But she'd never needed to bother keeping track of her keys.

With heavy clunk, the latch released, and the door of the locker swung open.

"Wow!" Wide-eyed, Sherry leaned forward, bright pageboy-cut hair shifting oddly around her face due to the dust-covered clumps it had matted into. "How'd you do that? You just touched it and it opened!"

Claire bit back a grin. She didn't normally get to show this off much. "Have you heard of Quincies?"

Sherry nodded, eyes bright and eager. "Des called them weird freaks, and then the teacher made us all spend a whole week doing a book report on Quincies. It was neat!" She hesitated. "Dad says it's not fair that we're not allowed to use the Quincy germ line for research anymore, though."

Oh, that didn't give Claire a bad feeling at all.

"Your dad's a scientist?" she asked, wrestling the door the rest of the way open. It was clear why Chris had picked this as his hiding spot; even if someone did get past the lock with no key, the hinges themselves were sticky enough that no one would ever think this thing was in regular use. She was willing to bet that a lot of careful work had gone into ensuring that.

"Him and Mom," Sherry said with a bit of a huff, standing clear after Claire nearly elbowed her in the head by accident. "They're always working, it's like they never come home. Dad says the decontamination protocols are a pain, so he avoids leaving whenever he can."

Claire mentally winced. That didn't say very pleasant things about the guy's priorities. "Bet that gets lonely. I hate it when my brother doesn't call every now and then. That's why I'm here, actually, so I can yell at him."

Giving herself an inner pat on the back as Sherry's darkened expression lightened with a giggle, she gave the door one last yank and nearly tumbled over as it finally gave way.

…you're kidding me.

Nonplussed, she blinked at the interior – completely empty except for some dust that must have filtered through the vents, and a small scattering of coins on the bottom. One of them still gleamed bright and new, not a trace of dust to be seen – in fact, she could still see the track where it had hit the floor on its side and rolled briefly before fetching up against another coin and falling flat. Some sort of luck-penny tradition, maybe?

But… Chris sealed this. I know he did! The teeth of the lock had been jammed – even the correct key probably wouldn't have gotten into it. Only a telekinetic could have opened it – or, more importantly, set that up to begin with.

He wouldn't have done that just to leave it empty.

Frowning, Claire reached inside, checking along the inner edges of the door. The dust showed clearly that nothing had been openly put in this locker for months, if not years. But if there weren't any obvious contents…

Reaching the underside of the upper shelf, her fingers brushed paper.

Gotcha!

A few moment's work, and she'd managed to wiggle the small journal free from where it had been wedged up against the supports, out of sight from anything but a careful inspection. An inspection that she was willing to bet most people wouldn't try, after that first look at the empty locker would have apparently confirmed that it really wasn't in use.

What would be so important that Chris would take so much trouble to hide it like that?

She almost didn't want to know. Chris was so brave that he was kind of stupid about it, she'd teased him about that for years. Their dad had spent a lot of time drumming into Chris's head that scared wasn't the same as weak, because Chris would never admit he was scared as a teenager, and got huffy about people who did.

This whole room – the desks covered in paper, the dumped-out drawers and lockers, this triple-hidden journal…

There was a whole lot of scared that she could practically feel pulsing in the air in here.

Then again, we are talking about a zombie apocalypse. If you're not scared, you're a prime candidate for a Darwin's Award.

A quick glance around, and Claire made her way across the room to a desk corner that had managed to escape the worst of the chaos. Setting the book down, she opened it, and had to bite her lip for a moment at the familiar messy scrawl inside. She'd grown up trying to decipher grocery lists and notes on the door in that same handwriting. She had to take a moment for a deep breath – and to very deliberately take her teeth away from her lip, she'd spent years breaking that habit after a bad fright had led to her biting through her lip once, and she wasn't about to let it come back now – and then began flipping through the pages.

It looked like a collection of notes for some sort of investigation – between the handwriting and the lack of context, most of it didn't make sense. A list of locations and names. Several pages that had been crossed out with so much vehemence that the pen had actually ripped one of the pages – she thought those might have been an attempt to map out connections between the names. Others were clearly brainstorming pages, with a bunch of apparently unrelated terms – dog, jogger, shoe, cannibal…

Given what she'd seen in the city, Claire could barely bite down a shudder at that one.

Other than those obviously frustrated marked-out pages, the notes were relatively neat, if opaque; this had clearly been Chris's "portable brain," something for him to scrawl out ideas as they came to him. He'd always favored physical paper for that sort of thing.

Except that then, something happened. The handwriting turned jagged, rushed, like he'd been throwing things onto the paper as fast as he thought of them, without bothering to sketch out the connections. Licker, labs, incendiaries. Umbrella, Wesker, Irons?

Incendiaries, she noted uneasily, had been underlined. Twice.

And then two pages that had clearly been removed from the journal – but carefully, tidy, as though the paper had been scored and then torn using a straight-edge.

The rest of the journal, about half of the pages, was blank.

Claire let out a slow breath, trying to sort through the scattered information.

Those missing pages… that wasn't an accident. Chris took the most important information out.

Suggesting that the S.T.A.R.S. had seen something, and had taken off as a group, to investigate… or to escape. Which was not a comforting thought.

"…Sherry," she said slowly. "You said your parents are scientists?"

The girl nodded. "They work for Umbrella."

That was… not surprising. Most people in Raccoon City worked for Umbrella Corporation, in some way, shape or form. But given what she had been able to glean from the journal… "Do you know where they are?"

She hated asking it. And the way Sherry's breath hitched slightly and the girl looked down at her sneakers made her feel even worse.

"…No," Sherry mumbled, her voice quavering a bit. "Mom… Mom pulled me out of school. She said there'd been an accident and I needed to get a shot, just in case. Only when she gave it to me, I started getting really, really dizzy…" Her words choked to a stop, and she took a deep breath, the tentacles echoing the motion of her arms as she hugged herself. "And then I woke up, and I was… I was…!"

Claire moved before she even thought about it, dropping down to her knees and wrapping her arms around the girl's shoulders. "Oh, honey."

She couldn't say it was okay. She had no idea if any of this was okay or not. Sherry had tentacles. And something about the way the girl's hair tickled against her collarbone as Sherry buried her face in Claire's vest made her wonder if there were more changes than just the obvious.

Her mother did this to her. And didn't even warn her? What sort of mother does that?

And that didn't even get into the terrifying question of what, exactly, Sherry's mother had been doing in the labs. Even Quincies weren't that far off the human baseline. And all these changes had happened to Sherry in… what, a few days? At most?

Not to mention, if this was the effect of a vaccine or something…

For just a second, Claire couldn't breathe.

She gave Sherry a shot. If that was meant to protect her from the zombies somehow… if we can find where they made it in time, if they have more…

They might be able to save Leon.

"And then?" she asked gently, once Sherry had steadied herself a bit. And tried to keep that painful burn of hope down to a low ember in the back of her mind. Hope was a good thing, but she didn't even know if the shot Sherry had gotten was even intended for dealing with the zombies. There were too many ifs. She didn't dare count on it. "What happened after you woke up?"

Sherry rubbed at her eyes roughly, squaring her shoulders. "Mom left before I woke up," she said. "But she left a note. She said that if she wasn't there, I should meet her in the police station. And to stay away from everybody until I got here." Her breath hitched. "Only I got here, and Mom's not here. It's just dead people, and z-zombies, and Chief Irons – and Mom always told me that I had to be very careful and stay away from him."

Oof. Poor kid. It was pretty clear that she knew the odds, if her mother hadn't turned up…

Wait. "Chief Irons is still alive?" she asked, startled.

Sherry nodded. "I think so. I saw him upstairs, just a bit. But Mom says he's a bad man. And then Dad would complain that she was overreacting and that Irons was really helpful with their research."

Research. Irons's name in Chris's notebook. And the ransacked S.T.A.R.S. office. Oh, she had a really bad feeling about this.

But at the same time, she could feel the grim thrill of a goal buzzing through her, pushing bruises and scrapes and fatigue aside for now. Because maybe she could get some answers.

"I think we may need to go talk to him."

Sherry eyed her, looking… somewhere between dubious and intrigued. "I thought we were supposed to stay here?" she asked.

"We'll have to leave eventually." Claire picked up the journal and tucked it into the pocket of her vest, silently thanking Chris's habit of keeping things like that on him at all times; it meant they were a portable size. "If Irons is still alive, we have to at least try to get him out, too, because I'm not leaving anyone in this mess." Well. In principle, anyway. In practice… if Irons really was involved in how this whole thing happened, she'd seriously reconsider her options.

Sherry swallowed. "…Okay. But we have to be careful. There are monsters out there."

About to reload her gun, Claire went still. "Monsters," she said carefully. "Not just zombies?"

Sherry nodded. "Something was running on the wall earlier," she said. "And… when I was coming here… there was something chasing me."

"Did you get a look at it?" Claire asked carefully, very deliberately setting the bullets in place and closing the chamber, and then glancing around the room. The S.T.A.R.S. would have kept some of their equipment in here. Hopefully that included some weapons…

Sherry shook her head. "No. I was too scared. But I heard…"

Whatever she was about to say next was drowned out by a distant and way too near grating, thundering roar.

~RESIDENTPROJECT~

AN: Leon's estimate for how long zombification takes is based on a full walkthrough I watched – you first encounter Marvin at about 13:00, and find him again right before he turns at about 46:00. Which, yes, I know, timed event, will only happen when you walk back into the room – but it seemed as reasonable a basis for timeframe as any.

And yes, he's using a first aid kit rather than herbs in pots. If I found myself in the middle of a city with zombies everywhere, I wouldn't trust anything that wasn't sealed and preferably made somewhere safely away from the biochemical-happy corporation…

Technically, in canon, Sherry is twelve, but I've de-aged her to around ten years old, with the other characters guessing at an age around nine (since it's Tatter!canon that the shinigami transformation reduces the person's height and weight, in order to have enough mass for the tentacles, and below a certain age height and mental development is the best tool to estimate a child's age). The reason I did that… well. Mostly, because I didn't want her to be too close in age to Toushirou from Vathara's original fic, because I don't want Sherry – who is admirably tough in dealing with her situation in canon – to come off badly in comparison. Vathara did a good job of writing Toushirou as a kid, but… well. Comparing a character who has always been written as a kid, to one based on a kid-sized character whose non-AU version is several hundred years old just isn't a fair deal!

As an interesting aside, one of the big challenges of writing this, for me, was figuring out how the physical arrangement of a shinigami's body structure actually works – because I'm kinesthetic by inclination, and so the physical sense of how someone stands and moves is very important in my writing. One thing that immediately came up is that the arrangement of a shinigami's tentacles is actually highly inefficient. According to Vathara, a major influence on their design was D&D's Displacer beasts… but those are quadrupedal, which means that the tentacles are actually located on top of the body, and thus can strike in all directions.

Shinigami are bipedal. This means that for the tentacles to be used in front of the body – which is the way humans are mentally hard-wired and physically designed to operate – there are some severe problems. For one, the tentacles lose a good two feet – and likely more – of their functional length, just getting past the torso. This automatically means that using the tentacles to grab an opponent in front of you is highly unlikely to work. They don't have the reach, or the length needed to wrap around and bind. More dangerous, using the tentacles would restrict the shinigami's ability to move their arms, because the arms and tentacles actually share "functional workspace" – both of them require open space around the torso to move.

This led to two conclusions. First, when a shinigami's unarmed, they're most likely to grab with their hands – which are, after all, ideally designed for exactly that – and strike with the tentacles, rather than binding the way an octopus might. Especially given that the tentacles have a lot of nerves, and no bones, and thus are very vulnerable. And a shinigami who is combat ready likely has the top pair of tentacles arcing over the shoulders (where they are least likely to encumber the movement of the arms), while the lower pair remain in back for stabilization and defending the rear.

Of course, this means surrounding a shinigami is a very, very bad idea. Because then, all striking limbs can operate with a minimum of interference.

Yes, I overthink these things. But it's a real concern!