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.