The woman sprinting down the face of a real skyscraper was a genuine stunt, and most viewers never spotted where the practical work ended and the computer took over. *Resident Evil: Apocalypse* moved the franchise from the underground Hive to the streets of Raccoon City, hiding far more of its production tricks than it ever showed off. The strangest decision came before filming began, when the man who created the film series handed the camera to someone else. Paul W.

S. Anderson wrote and directed the first *Resident Evil*, but he was already committed to *Alien vs. Predator* when Sony gave the sequel a green light in 2002. He chose that project, handing the sequel to Alexander Witt, a veteran second-unit director making his feature debut.
Anderson kept the screenwriter and producer credits, staying involved from a distance through emails and notes. The sequel opened less than a month apart from *Alien vs. Predator* in American theaters in 2004. Witt would not direct another feature for nearly two decades, returning to second-unit work on films like *Casino Royale* and *Skyfall*.
One of the film’s most surprising casting stories came from a rewrite. The fast-talking survivor LJ, played by Mike Epps, was originally written for Snoop Dogg. Anderson shaped the character specifically for the rapper, who had impressed in films like *Training Day*. When Snoop dropped out, the producers reworked the role around Epps’s comedic timing.
The rewrite paid off, with Epps returning as LJ in the third film. The story drew from two different worlds. Anderson used the 1999 game *Resident Evil 3: Nemesis* as the backbone of the screenplay, giving the film its Jill Valentine and the relentless creature known as Nemesis. He then borrowed from John Carpenter’s *Escape from New York* for the walled-off city concept, and *The Omega Man* for the abandoned street imagery.
Toronto and neighboring Hamilton stood in for Raccoon City. The production used 47 different locations, closing several city blocks to traffic and shutting down the Prince Edward Viaduct for three days to stage checkpoint scenes. The climax played out around Toronto City Hall, designed by Finnish architect Viljo Revell. The real streets gave the sequel a scale the first film never had.
Sienna Guillory was cast as Jill Valentine despite early rumors naming other actresses, which Anderson later dismissed as baseless. Guillory studied the games closely, copying Jill’s movements and posture so players would recognize the character before she spoke. She returned as Jill eight years later in *Resident Evil: Retribution. To make the zombies behave like one consistent population, choreographers put hundreds of extras through a four-day boot camp.
The filmmakers briefly considered speeding up the creatures up but dropped the idea, keeping the slow steady shuffle from the games to match what players knew. The film recreated specific moments from the games. The opening street battle mirrored the opening of *Resident Evil 3*, while an early sequence recreated the *Code: Veronica* scene where a woman in a glass corridor is chased by a helicopter. Bits of the games were hidden in set choices and camera angles that copied the fixed viewpoints of early titles.
The famous tower run was done 12 times by stunt performer Joanne Leach on a cable rig down the curved face of Toronto City Hall, about 260 feet tall. Afterward, effects artists scanned Milla Jovovich’s head and tracked it onto Leach’s body, painting out the costume distortions and the cable. The single shot shows no sign that two women shared it. Jill’s revealing outfit, a blue tube top and short black skirt straight from the game, raised an obvious story problem.
Anderson considered explaining it with an undercover plot or a heat wave, but ultimately decided to leave the question alone, reasoning that anyone troubled by it probably should not be watching a *Resident Evil* movie. The film was nearly called *Resident Evil: Nemesis*. The word was already taken by *Star Trek: Nemesis*, released in December 2002 while the sequel was still being written. The zombie sequel that gave up the word took nearly twice as much at the box office as the *Star Trek* film.
Matthew G. Taylor, standing 6 ft 7 in and weighing about 320 lb, played Nemesis in a practical suit weighing 65 lb. In costume, he stood about 7 feet tall. Digital work was kept minimal, mostly retouching around the eyes where the mask met his face.
Some shots stretched the image to make him look 10 to 20 percent bigger. The church fight was one of the few major sets built from scratch. No real Toronto church would host a scene with a motorcycle smashing through a stained glass window. Production designer Paul D.
Austerberry drew up his own design after touring real churches for inspiration. Only a third of the roof was built, and the pews came from a building being demolished. Jovovich and Taylor rehearsed the final Nemesis fight for six weeks, repeating kicks and throws for hours a day. The original script placed the clash in a train station with the pair fighting among props.
Witt changed course, moving the showdown to an open plaza outside City Hall and cutting its screen time drastically. The long routine was never filmed. The Lickers were built entirely in a computer after animatronic versions proved too cumbersome. Effects supervisor Allison O’Brien’s team scanned chunks of butcher-shop meat and blended them into the creature’s textures.
Animators studied monkeys, frogs, lions, and tigers for the movement, while the long tongue was designed to show the creature’s mood since it had no eyes. The visual effects work came with a catch. O’Brien was given roughly 500 shots but was not allowed to choose the companies that made them. The project was tied to Ontario tax incentives requiring local spending.
She distributed the work among Toronto companies, with Mr. X handling more than 250 shots, Core Digital Pictures 118, and Frantic Films about 80. Of the roughly 500 shots, 444 made the final cut. O’Brien said the work was done for less than $3 million in digital costs.
A pack of zombie dogs was created from trained Dobermans wearing heavy makeup. Witt wanted them nastier, so effects artists tracked the animals’ movements and digitally painted on sharper teeth, damaged eyes, and severe wounds. Every lunge in the final scene came from a trained animal performing on cue. Half of the original ending was filmed before a rewrite.
In Anderson’s first version, Alice escaped Umbrella on her own using far stronger mental powers, meeting up with the survivors afterward. The theatrical version has the others pull her out, and Dr. Isaacs reveals the escape was allowed as part of Umbrella’s plan. That change handed the third film a ready-made story thread.
The helicopter explosions over the plaza were done in miniature. Mr. X built six scale helicopters at an eighth of full size, three for each aircraft, filmed at high speed against a black background. Played back at normal speed, the small models fell with the weight of far larger machines.
A pre-visualization fixed every angle, and the models were composited into real footage of the plaza. The film’s dark, harsh look was largely created after filming in a digital suite. Cinematographers Christian Sebaldt and Derek Rogers shot the footage, then a digital intermediate pushed everything toward deep shadow. Blood and injuries were kept bright to stay readable.
The Nemesis suit had its colors adjusted, and Alice and Jill were given a stronger glow on their skin. The movie’s fake beauty commercial, directed by Marcus Nispel, became real marketing. An ad for an Umbrella Corporation skin product called “Regenerate” slowly revealed a woman turning into one of the infected. Posted on the official website months before release, it had been downloaded 8.
5 million times by May 2004. The ad also appears inside the film itself, and a mock newspaper called the *Raccoon City Times* was printed to promote the release. A crowd of 400 extras became 6,000 people using crowd duplication. The effect house CORE filmed small groups of extras in different parts of the frame and layered them together to fill the bridge approach with a population fleeing the city.
The final shot of the film, a 50-second pullback from Alice to outer space, was the only effects shot made overseas. O’Brien chose London studio Double Negative for it. Only the first 10 seconds were photographed from a real crane; the rest moved through an entirely computer-built environment, with the handover hidden in the middle of the unbroken move. A rock guitarist played a zombie.
Ben Moody, co-founder and lead guitarist of Evanescence, appeared briefly as one of the undead before being taken down by a main character. The band had just scored worldwide hits, and “Bring Me to Life” would win a Grammy for Best Hard Rock Performance. Moody left Evanescence in October 2003, citing creative differences. Critics savaged the film.
Roger Ebert gave it half a star, calling it an utterly meaningless waste of time, and only 18 percent of critics on Rotten Tomatoes gave it a positive review. Audiences disagreed. The film opened at number one in the United States with over $23 million, topped charts in several countries, and finished with about $129 million worldwide against a reported $45 million budget, beating the first film’s roughly $103 million total. It became the highest-grossing Canadian-produced film of 2004 and collected two Genie Awards.
The home release arrived on December 28, 2004, with far more material than the theatrical version. It included 20 deleted scenes, outtakes, three separate commentary tracks, a six-part documentary, and multiple featurettes. Much of what is known about the production comes from those extras.
The production relied on real streets, trained extras, trained dogs, and one very tall man in a heavy suit far more than its reputation suggests.