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.

Meanwhile, disgraced Raccoon City Police Department Special Tactics And Rescue Squad operative Jill Valentine returns to her former precinct to encourage her fellow officers to evacuate.

After being abandoned by their employer following a failed attempt to rescue a civilian, Umbrella soldiers Carlos Olivera and Nicholai Ginovaef team up with the surviving STARS operatives to repel zombie attacks.

He makes an identical offer to Olivera and Ginovaef, explaining that Umbrella intends to rid Raccoon City of the zombie infection by destroying it with a nuclear warhead.

Alice wakes up in an Umbrella research facility and escapes with help from Olivera, Valentine, L.J., and Angela, also displaying psionic abilities by telekinetically killing a security guard.

Media studies scholar Stephen Harper said that both Apocalypse and the first Resident Evil film present "highly ambiguous" perspectives on the themes of corporate power, race, gender and sexuality.

Describing them both as postmodern and postfeminist texts, Harper argued that, despite containing some progressive elements including feminist themes that undermine patriarchal power, the films also played into several stereotypes.

He said the relationship between Alice and Valentine differs from interactions between male characters in action films as seen by a lack of camaraderie and co-operation between the two and, unlike male characters in Apocalypse, both Valentine and Alice are separately shown being "protective and nurturing" of the young Angela; Harper stated even violent action heroines are often portrayed with such characteristics.

[11] Douglas Kellner from the University of California in Los Angeles argued the film's ending played "on fears of out of control nuclear technology and government cover-ups".

[12] While promoting the first Resident Evil film in late February 2002, Milla Jovovich and director Paul W. S. Anderson discussed a potential sequel.

[13] In early March, Eric Mabius, who played Matt Addison in the first film, stated a sequel was confirmed, would be set in Raccoon City, and would feature the Nemesis character.

[15] Anderson used the game Resident Evil 3: Nemesis as the basis of the story and wrote in elements from his favorite films, such as the perimeter wall in Escape from New York and the deserted city in The Omega Man.

Mabius initially told reporters he would be reprising his role as Matt Addison in the form of portraying Nemesis,[14] but the part ended up going to Matthew G. Taylor.

[18] Reports of actresses who were approached for the roles of Valentine and Claire Redfield, the latter of whom did not end up featuring in the film, were made prior to production,[19][20][21] though Anderson later dispelled these as baseless rumours.

[26] Jovovich and Matthew Taylor spent several hours a day for six weeks practicing martial arts together for the fight scene between Alice and Nemesis.

[15] Anderson only appeared on set for a couple of days due to other commitments, though he communicated with Witt via email about several dialogue and production changes during filming.

[15] The original Resident Evil film took only broad elements from the games; Apocalypse incorporated many specific features from them, such as the re-enactment of scenes.

[18] The introductory cutscene of Resident Evil – Code: Veronica featuring Claire Redfield inspired the scene where Alice runs through a building while an Umbrella helicopter fires.

[26] The introduction of Resident Evil 3: Nemesis inspired another scene where Raccoon City is overrun by zombies, and the police and Umbrella soldiers are fighting back.

[11] Anderson considered several ways to justify having the revealing costume in the storyline, such as making it her undercover outfit, though eventually decided to ignore the issue on the grounds that anyone questioning her attire "probably shouldn't be watching a Resident Evil movie".

[15] The film also references several aspects from the original game and Resident Evil 2, such as locations, place names, character moves, props, and camera perspectives.

[15] Special effects for the film included green screens, computer-generated imagery (CGI), matte paintings, tracking, wire removal and scale models.

Four months were spent making a 43 ft (13 m) 1/6 scale model of the building with 1,600 panes of glass, each of which was wired with an explosive to create the final effect.

The colors of the Nemesis costume were also tweaked to make it look more lifelike and Alice and Valentine were given modifications such as increasing the glow of their skin and redness of their lips.

Johnny Loftus of AllMusic gave the soundtrack three stars out of five, saying it was an "unscrupulous moneymaker" that predictably catered to the film's target audience of teenage boys, adding the "aggression, mania, and generally apocalyptic tone of this material fits well with a movie based on a video game about blowing away crazy zombies".

[32] Mike Brennan from Soundtrack.net gave the score 2½ stars out of five, praising the blend of orchestral and electronic styles, though saying it "could have easily benefited from some more thematic development and a bit more variation in the sound of the music".

[47] Roger Ebert gave the film a score of half a star out of four, calling it "an utterly meaningless waste of time" that lacked any wit or imagination and also failed to provide entertaining violence or special effects.

[48][49] Carrie Rickey of The Philadelphia Inquirer gave the film one star out of four, concluding that even for people interested in the biological horror genre, Apocalypse was "pretty generic stuff".

[50] Dave Kehr of The New York Times gave the film a positive review, praising Anderson's screenplay and describing Witt's direction as "fast, funny, smart and highly satisfying in terms of visceral impact".