Resident Evil: Apocalypse is a 2004 action horror film directed by Alexander Witt and written by Paul W. S. Anderson. A direct sequel to Resident Evil (2002), it is the second installment in the Resident Evil film series, which is loosely based on the video game series of the same name. The film marks Witt's feature directorial debut; Anderson, the director of the first film, turned down the job due to other commitments, though stayed on as one of its producers. Milla Jovovich reprises her role as Alice, and is joined by Sienna Guillory as Jill Valentine and Oded Fehr as Carlos Olivera.
Resident Evil: Apocalypse is set directly after the events of the first film, where Alice escaped from an underground facility overrun by zombies. She now bands together with other survivors to escape the zombie outbreak which has spread to the nearby Raccoon City. The film borrows elements from several games in the Resident Evil series, such as the characters Valentine and Olivera and the villain Nemesis. Filming took place in Toronto at locations including Toronto City Hall and Prince Edward Viaduct.