Two months after the horrific night in the Spencer Mansion, Jill Valentine is one of the few people who know the truth and lived to tell it. But knowing the truth does not mean anyone believes her. The Umbrella Corporation — owner of the virus laboratory beneath the mansion — uses its money and influence to silence the whole city: the surviving members of S.T.A.R.S. are suspended, the investigation is buried, and Jill is watched inside her own apartment. While her old teammates leave Raccoon City one by one to hunt for evidence, Jill stays, pinning every document she can dig up about Umbrella to her wall, determined to expose the corporation herself.

She runs out of time. In late September 1998, the T-virus leaks across Raccoon City — partly from Umbrella's facilities beneath the city, partly through infected rats in the sewers — and the city collapses within days. This article retells the story as presented in the 2020 remake on the RE Engine, the current definitive retelling: it keeps the framework of the original Resident Evil 3: Nemesis, released in 1999 for the PlayStation, while rearranging several threads and expanding Carlos's role. The story begins on the night of September 28, 1998 — exactly 24 hours before Leon S. Kennedy and Claire Redfield arrive in Raccoon City — and ends at dawn on October 1, overlapping with and running directly into the second game.

📌 Quick summary: On September 28, 1998, Jill Valentine is hunted across Raccoon City by Nemesis — an NE-T Tyrant Umbrella deployed to wipe out the S.T.A.R.S. witnesses. She works with mercenary Carlos Oliveira, and is infected with the T-virus after Mikhail Victor sacrifices himself on the subway train. Carlos saves Jill with a vaccine, but supervisor Nicholai Ginovaef destroys the vaccine that could have saved the city. Jill kills Nemesis with the FINGeR railgun and escapes by helicopter moments before a missile erases Raccoon City at dawn on October 1.

The burning apartment and the hunter that calls its prey by name

On the night of September 28, Jill jolts awake from a nightmare about the Spencer Mansion — and realizes the real nightmare is right outside her door. The phone rings: Brad Vickers, the last fellow S.T.A.R.S. officer still in the city, calls in a panic, telling her to run, that “it” is coming. Almost at the same moment, her apartment wall explodes inward. A giant nearly three meters tall, wrapped in black leather like a body bag, its face a stitched patchwork, steps through the rubble and utters a single word in a guttural growl: “S.T.A.R.S.…”. It is Nemesis, the NE-T Tyrant — a bioweapon Umbrella has secretly dropped into Raccoon City with one mission only: eliminate every surviving member of S.T.A.R.S., the witnesses who know too much about the mansion incident.

Jill runs. She sprints through the burning apartment block, leaps across collapsed corridors, is caught, thrown down, chased with tentacles and even a rocket launcher — and every time she thinks she has escaped, the creature is there again. Outside, Raccoon City is a war zone: burning cars everywhere, the dead pouring out of every alley. Jill finds Brad outside a bar — he has already been bitten — and Brad uses his last lucid minutes to confirm what she already knows: the monster is not hunting people at random; it is hunting them. As the horde closes in, Brad holds the door so Jill can run. She drives a car straight into Nemesis and plunges both vehicle and monster off a parking garage onto the street below — and still, from the burning wreckage, Nemesis rises. At the moment it is about to finish her, a rocket from nowhere slams it down: a young soldier with wild hair and an Umbrella patch on his sleeve extends his hand and introduces himself as Carlos Oliveira.

Umbrella's own soldiers and the subway train

Carlos belongs to the U.B.C.S. (Umbrella Biohazard Countermeasure Service) — the mercenary unit Umbrella has sent into Raccoon City with the stated mission of rescuing civilians. He takes Jill down to the subway station, where Captain Mikhail Victor — the platoon commander, badly wounded — and his men Tyrell Patrick and Nicholai Ginovaef (also transliterated Nikolai Zinoviev) have set up an evacuation hub: subway trains carrying survivors out of the city. Jill is disgusted at working with Umbrella's own hired guns, but Mikhail states the truth she cannot argue with: the people dying up there do not care who drives the train. She agrees to help restart the line.

To get the train moving, Jill must go back up to the surface alone, restore power to the station and plot the route at the subway company's control office — alone, in a city where Nemesis is still prowling. The creature finds her: it brings a flamethrower to a rooftop construction site and torches the whole structure, then is brought down again by fuel tanks and generators — “down” in the strictly temporary sense, because with Nemesis, no takedown is ever final. Meanwhile, a crack inside the U.B.C.S. begins to show: Nicholai is cold, calculating, and somehow always somewhere else when his teammates are in danger; Mikhail has begun to suspect the ambush that gutted their platoon was no accident. With power restored and the route set, Jill returns to the station and boards a train full of civilians together with Mikhail and Nicholai. Carlos and Tyrell stay behind in the city to track down Dr. Nathaniel Bard — the Umbrella scientist said to hold a sample of a T-virus vaccine.

The death train and Mikhail's sacrifice

The train has barely begun to move when hell catches up: Nemesis tears open the rear car and slithers in, killing the civilians inside before Jill can react. Mikhail — his stomach soaked with blood from an earlier wound, barely able to stand — orders Jill back toward the front car while he holds the creature off. And at that exact moment, Nicholai's true face shows itself for the first time: he calmly locks the door between the cars, sealing both Jill and Mikhail in with Nemesis, and vanishes. He knows Nemesis is only after Jill; sacrificing the two of them is the cheapest way for him to survive.

Mikhail does not curse, and he does not beg. He pushes Jill behind him, faces the monster that has seized him — and detonates the explosives he is carrying. The blast rips the car apart, throws Nemesis clear and derails the whole train in the tunnel in a fireball. Jill crawls out of the wreckage with a single thought in her head: Nicholai is alive, and he is not simply a coward — cowards do not calmly lock a door on their own commander to feed him to a monster. That was the act of a man carrying out a different mission.

Nemesis mutates, and Jill is infected with the T-virus

Jill climbs to the surface near the clock tower district — and Nemesis, once again, is there waiting for her. But the train explosion has changed it: its humanoid body burned away, the NE-α parasite inside it takes control, reshaping Nemesis into a four-legged creature of spikes and tentacles, faster and far more savage. The battle is brutal; Jill brings it down with mines and everything she is carrying — but in the final moment, a tentacle stabs straight into her and pumps the T-virus into her body. Jill collapses, feverish and delirious, and sinks into a coma.

In parallel with those hours, the story of Resident Evil 2 quietly intersects with Part 3 at a point that makes players of both games shudder when they notice it: Carlos and Tyrell follow Bard's trail to the Raccoon City Police Department (RPD), where they witness Lieutenant Marvin Branagh being bitten and gravely wounded by Brad Vickers himself — now a zombie. That is the very bite that, a few hours later, leaves Marvin exhausted and waiting to die in the RPD main hall when Leon and Claire arrive. Carlos finds Jill dying half a day after the battle and carries her into the nearby Spencer Memorial Hospital — where Dr. Bard has taken refuge. But when Carlos reaches Bard's office, the scientist has been shot dead. A video Bard recorded before his death exposes the chilling truth: Umbrella's own board is murdering its scientists and destroying every vaccine sample to erase the evidence. Carlos finds one sample dose Bard had hidden in the office — and injects it into Jill.

The hospital of the dead: Carlos holds the door for a woman in a coma

The vaccine needs time to work, and the hospital gives no one time. While Jill lies unconscious, the dead pour into Spencer Memorial in waves, followed by Hunters — amphibious reptiles Umbrella bred as man-hunting weapons, with claws sharp enough to take a head off in one swipe. In this thread of the story, the player takes up Carlos's gun: together with Tyrell he plants charges, seals doors and holds corridor after corridor, all to protect the room where Jill lies unconscious — a mercenary of the very corporation that caused the disaster, trading his life for a S.T.A.R.S. officer whose name he did not know a few days earlier. That same night, Tyrell uncovers something even bigger than the vaccine: the U.S. government, after every containment effort has failed, has decided to destroy all of Raccoon City in a missile strike, burying the T-virus and every piece of evidence with it — scheduled for dawn on October 1.

The story of one dose of medicine saving one person, set beside the decision to erase an entire city to stop a plague, is what makes the Raccoon City saga so haunting — and it is the same motif that, years later, another journey in search of a cure in The Last of Us would push to its bitterest extreme. Back in the hospital in 1998, Bard's vaccine works: Jill wakes up. But her city has less than a day left to live.

October 1: NEST 2, the death of Tyrell, and a vaccine for an entire city

Jill wakes on the day of reckoning: October 1, 1998. Carlos has gone down into the secret laboratory beneath the hospital — Umbrella's NEST 2 facility — to find more vaccine, and Tyrell brings a fragile deal from the government: hand over a completed vaccine sample within a few hours, and the strike will be called off; Raccoon City will be saved. Jill immediately follows Carlos underground. But Nemesis is down there too: it ambushes them in front of Tyrell and kills him with a tentacle through the body before Jill can fire — the last of her new teammates falls, leaving her with exactly one task: synthesize the vaccine herself from the cultures in NEST 2.

She does it. But the moment the vaccine vial takes shape, Nicholai appears — and here, every mask comes off. He is no ordinary mercenary: he is a supervisor planted inside the U.B.C.S., outwardly working for Umbrella, but in reality paid by an unknown client to do two things at once — collect combat data on the bioweapons, Nemesis included, and sabotage Umbrella's own effort to cover up its crimes. For Nicholai, Raccoon City was never a place to be saved; it is one giant laboratory, and everyone in it — teammates, civilians, Jill — is just data. He takes the vaccine at gunpoint and leaves Jill to the Nemesis that comes slithering in. In the facility's disposal area, Jill and Carlos — arriving just in time — together bring the creature down again with a crane and a vat of acid. But both of them know: with Nemesis, “down” has never meant “finished”.

The final form of Nemesis and the FINGeR railgun

This time Nemesis does not get up the old way. Its shattered body splits open into a gigantic cocoon, and what emerges is the final mutated form: an enormous mass of flesh covered in tentacles, barely anything human left in it, with nothing remaining but the instinct to kill Jill that was programmed into it from the start. Right there, Jill finds the experimental weapon Umbrella installed in the facility to deal with bioweapons that escape control: the FINGeR — a next-generation ferromagnetic infantry railgun, each shot charged from the large power cores around the arena.

The final battle is a battle of will more than of firepower. The first shot punches through Nemesis's mass of flesh; it keeps crawling toward her. The power cores are knocked out of their charging cradles mid-fight, and Jill has to dodge whipping tentacles while running in to reseat each core by hand. The second shot tears it apart. And then, when the monster that has hunted her for three days and nights is nothing but a twitching mass of meat, Jill does what no automated turret could do for her: she hefts the enormous railgun, shoves its muzzle straight into Nemesis's mouth and pulls the trigger a third time. Three days, one single word — “S.T.A.R.S.…” — end in a column of white light.

The helipad: Nicholai destroys the last hope

Jill chases Nicholai up to the helipad on the facility roof, where a helicopter is waiting — and finds Carlos already knocked out by him. Nicholai keeps exactly half of his promise: he tosses the vaccine vial down to Jill… then shoots it to pieces right in front of her. Not on Umbrella's orders: he says it plainly — his client wants Umbrella destroyed, and a vaccine that could save Raccoon City is something that must not be allowed to exist. Whether the city lives or dies, to him, is only a matter of price. As he raises his gun to finish Jill, Carlos surges up and locks him in a hold from behind, shouting at her to shoot. Jill hesitates for exactly one beat — the bullet could hit Carlos — then fires: the round tears through Nicholai's shoulder. He goes down, still trying to bargain with the only thing he has left: the identity of the client who hired him. Jill looks at him, and turns away. She says she does not mind a little detective work — and leaves Nicholai alone on the helipad, in a city with only minutes left to live.

The helicopter lifts off as the eastern sky begins to lighten. Beneath its rotors, at dawn on October 1, 1998, the U.S. government's thermobaric missile comes down on the center of Raccoon City, and the entire city — together with the T-virus, Umbrella's secrets, and nearly one hundred thousand people — is swallowed by a giant mushroom of fire. That same morning, on another side of the city, Leon and Claire are escaping on the last train out — two escapes closing the disaster from two directions. In the helicopter, Jill watches the column of smoke swallow her home and makes a single vow: Umbrella will pay, whatever it takes. She survived. And from here, her war against the corporation truly begins.

What happened to the characters

Jill Valentine escapes Raccoon City with Carlos, then continues her fight against Umbrella for years: together with Chris Redfield she hunts the corporation down and co-founds the anti-bioterrorism alliance BSAA. Carlos Oliveira escapes the city, leaves Umbrella behind and never works for them again. Nicholai Ginovaef is left behind on the helipad and, as the remake presents it, dies with the city minutes later — though his death is not shown directly. Mikhail Victor and Tyrell Patrick both give their lives: Mikhail blows himself up in the train car to save Jill, and Tyrell is killed by Nemesis at NEST 2. Nemesis is utterly destroyed by the FINGeR railgun. Nathaniel Bard was murdered before the main story even begins — the hand that killed him is implied to be Nicholai's, as he eliminated witnesses across the city. And Brad Vickers, who warned Jill in the very first minutes, dies and rises as a zombie at the RPD — the very zombie that bit Marvin Branagh in Resident Evil 2.

Common misconceptions

Does Resident Evil 3 take place before or after Resident Evil 2?

Both at once: Resident Evil 3 begins on the night of September 28, 1998, roughly 24 hours before Leon and Claire reach Raccoon City, runs in parallel with the events of Part 2 during the night of September 29–30, and then ends a few hours after Part 2 — at dawn on October 1, when the city is destroyed.

That is why the two games keep colliding with each other: Carlos and Tyrell are at the RPD before Leon, and Brad Vickers bites Marvin Branagh. Capcom developed the 2019 and 2020 remakes almost simultaneously on the same RE Engine partly so these two storylines would interlock far more tightly than in the originals.

Is Nemesis the same creature as Mr. X from Resident Evil 2?

No. Mr. X is a T-103 Tyrant deployed to the RPD to tie up loose ends; Nemesis is a separate NE-T model — a Tyrant implanted with the NE-α parasite, which makes it smarter, lets it use weapons and lets it mutate on its own. Its mission is also entirely different: not generic cleanup, but hunting down the members of S.T.A.R.S. by name.

The NE-α parasite is the core difference: it grants Nemesis superior intelligence and regeneration, but also makes its body lose control and mutate violently whenever it takes heavy damage — from the humanoid form, to the four-legged form, to the gigantic mass of flesh at the end of the game. And it is the only Tyrant in the entire series that can speak, even if it can say only one word: the name of its prey — “S.T.A.R.S.…”

Does the 2020 remake keep the story of the 1999 original intact?

Not entirely. The remake keeps the main framework — Jill's escape, Nemesis's pursuit, Mikhail's sacrifice, Nicholai's betrayal, the city's destruction — but cuts many iconic locations from the original, such as the clock tower interior, the park and the cemetery, removes the live-selection system and the multiple endings, swaps the cable car for a subway train and significantly expands Carlos's role.

Nicholai's fate is the most visible difference: in the 1999 original, his fate depended on the player's choices — he could be killed by Nemesis, escape by helicopter, or be shot down. The remake fixes a single outcome: he destroys the vaccine, is shot and wounded by Jill, and is left to die with the city. Fans of the original also often point to the removal of the giant Gravedigger worm fight and The Mercenaries mode — omissions that left the 2020 game feeling considerably shorter than the original.

Did the vaccine cure Jill of the T-virus completely?

The vaccine saves Jill's life and neutralizes the infection that was killing her — but according to later games, her body, after that infection, developed a particularly rare set of antibodies against the T-virus. In other words, she recovered, but the infection left a lasting biological mark on her body.

Years later, those very antibodies become the reason Albert Wesker captures Jill and uses her in his experiments in Africa in Resident Evil 5. The infection in Raccoon City, ironically, turned Jill into one of the most valuable “biological assets” on the planet in the eyes of her enemy.

Theories & mysteries

Who hired Nicholai? This is the biggest mystery the remake leaves behind, and Capcom has still not officially confirmed it. In the game, Nicholai says only that his client wants Umbrella destroyed and pays handsomely for combat data and sabotage. [Community speculation] Many players believe the client is the mysterious rival organization often called “The Organization” — the power that both Ada Wong and Albert Wesker have had dealings with — or a rival pharmaceutical corporation; every specific identity proposed so far remains unconfirmed by the developers.

Is Nicholai really dead? The remake leaves him behind, wounded, minutes from a nuclear-scale strike — as good as dead. [Unconfirmed] However, his death is never shown directly, and the 1999 original contained an ending in which Nicholai escaped successfully; a portion of the fanbase therefore keeps the possibility open. In the remake's canon, no work since has confirmed that he survived.

Why does Nemesis say only one word? In the game, it is a sign that the NE-α parasite left it with just enough intelligence to identify and hunt its targets: it does not speak to communicate, it growls the name of its prey as part of its kill programming. Capcom has never explained this in greater depth in official materials — most deeper readings (for example, that some consciousness of the Tyrant host remains) are fan speculation.

The legacy of Resident Evil 3

Released in 1999, only a year after Part 2, Resident Evil 3: Nemesis began life as a side project before being elevated into the third main entry — and it gave the series one of the most iconic monsters in gaming history. Nemesis is the first complete design of the idea of “the pursuer you cannot kill, only outrun”: a fear with a name, a voice, and the ability to smash through any door the player believes is safe. Mr. X in the Part 2 remake, and countless unstoppable hunters in two decades of horror games since, all owe it a debt. The 2020 remake — though criticized for its cut content — brought the last escape from Raccoon City back in RE Engine graphics and closed the chapter of the dead city forever: after the dawn of October 1, 1998, Raccoon City exists only in memory, and in the nightmares of those who ran fast enough to escape it.