Resident Evil: Apocalypse is a 2004 science fiction action horror film filmed in Toronto, Canada, directed by Alexander Witt and written by Paul W. S. Anderson. It is the second installment in the Resident Evil film series, which is based on the video game series of the same name. Milla Jovovich (pictured) reprises her role as Alice, and is joined by Sienna Guillory as Jill Valentine and Oded Fehr as Carlos Oliveira. 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 fictional Raccoon City. The film borrows elements from several games in the Resident Evil series, including the characters Valentine and Oliveira and the villain Nemesis. While it received mostly negative reviews from critics for its plot, the film was praised for its action sequences. Of the six films in the series, it has the lowest approval rating on Rotten Tomatoes. Earning $129 million worldwide on a $45 million budget, it surpassed the box office gross of the original film.