The suit for Nemesis weighed in excess of 60 pounds. Stuntman Matthew G. Taylor could only stay in it for periods of up to 15 minutes before it got too hot.

The dogs were not computer-generated. Just like with the first film make-up was applied to them, though it also proved troublesome to train the dogs to not lick off the makeup and prosthetics.

The trailer for this film was one of the most watched on the Internet, with 8.5 million downloads from November 2003 to May 2004.

Milla Jovovich was disappointed by this film. She said that the studio wanted more action and explosions and that the story was swept under the rug.

According to Paul W.S. Anderson's commentary for the DVD release, rapper/actor Snoop Dogg was originally chosen to play the role of L.J., but left the project. The role went to Mike Epps.

To prepare for her role, Sienna Guillory actually bought a PlayStation 1 Console and a copy of the game to study the Jill Valentine character. She also based her movements of Jill by watching the way Jill moved in the game Resident Evil 3: Nemesis (1999).

This 'Resident Evil' title was the last to be released onto the VHS format, but the first to be released onto the Blu-Ray format.

Although never addressed specifically, the infection had already started since the events of the first film. As the Red Queen had stated, the virus can change form. During the time span between the two films, the virus has spread from the "Hive" to the subterranean area of Raccoon City, apparently via the ventilation system, explaining how the undead rose from the cemetery.

As in the first film, the zombies were mainly all professional dancers. They attended an "undead boot camp" where two of the cardinal rules were no dragging feet and no outstretched arms.

The church took seven weeks to build.

The weather map at the beginning clearly shows Raccoon City as being approximately where Philadelphia is in Pennsylvania. Other real-life towns such as Selinsgrove, Hazelton and Pottsville, all appear in their correct geographic locations. This may be based on the novelizations from the video games written by S.D. Perry, where the fictional city and surrounding Arklay Mountains are said to be located in Pennsylvania.

When Jill, Alice, Carlos, and LJ have Angie, and Alice is talking on the phone to Dr. Ashford, Jill is holding her waist like she's in "Caution;" a term used in the Resident Evil games to show your health status. There are four levels including "Fine," "Yellow Caution," "Red Caution," and "Danger." Earlier Peyton was in "Danger" because he had to be carried by Jill and Terri, which is from the game Resident Evil Outbreak (2003) when you can carry fellow players when they're limp.

The character of Dr. Charles Ashford is named after the Ashford family, who were introduced in the game, Resident Evil - Code: Veronica (2000): their patriarch, Edward Ashford, was revealed as one of the founders of the Umbrella Corporation, and his grandchildren Alfred and Alexia were the main antagonists. Unlike the villainous Ashford characters of the games, the film character is a benevolent person.

The costume for Nemesis was created by Kropserkel Inc. and PJFX Studios, and stands roughly 7 feet 3 inches (2.21 m) tall, weighing nearly 100 pounds. After production of Apocalypse was completed, the costume was restored and put on display at Kropserkel's offices.

Milla Jovovich did the last 40 feet of the run down the city hall herself. Her stunt double did the first part at about 200 feet above ground.

The Nemesis suit weighs over 60 pounds. His machine gun, which he had to hold with one hand, weighs about 65 pounds.

Milla Jovovich was in training for 3 months to get in shape for the film.

The movie uses elements of the plots of Resident Evil 2 (1998) and Resident Evil 3: Nemesis (1999).

Oded Fehr had little difficulty in playing a character so familiar with handling guns - he was trained in the Israeli army.

Although the word "zombie" is never used in the film, it is featured in the ending credits. German comedian Tom Gerhardt who portrayed the infected father in the gate closing sequence, is credited as "zombie dad". All other zombies are credited as "undead".

When L.J. is driving around the zombie-infested Raccoon City, he runs down a zombie that walks out in front of him, and then yells "GTA motherfucker! 10 points!" This is a reference to the early Grand Theft Auto point system, where the player is awarded money when committing specific criminal offenses, including running over pedestrians. Coincidentally, Capcom, which develops the Resident Evil series, also distributes Grand Theft Auto games in Japan.

Paul W.S. Anderson voluntarily bowed out of directing this sequel as he was too busy prepping Alien vs. Predator (2004) at the time. He stayed on as producer for this film as well as the next, Resident Evil: Extinction (2007), out of his dissatisfaction with how Mortal Kombat: Annihilation (1997) had turned out.

This is the only Resident Evil film to depict Alice smoking cigarettes. Milla Jovovich had been trying to kick the habit in real life, and successfully quit smoking by 2007.

The Nemesis makeup Matthew G. Taylor wore was created especially for him by making a cast of his entire body and then molding a body suit from that, therefore, no other actor could fill the suit.

Although never referenced in the films, the newspaper clippings in Jill Valentine's apartment that say "STARS operative Jill Valentine and others are on temporary suspension after a mission in the Arklay Mountains" heavily implies that the Mansion Incident from the first Resident Evil (1996) game did happen in the film universe but was off-screen. This would explain how Jill knew so much about the zombies and the T-virus. No mention is made of Chris Redfield or other characters like Barry Burton and Albert Wesker, though they do eventually show up in the sequels.

According to the audio commentary by Paul W.S. Anderson, the character of Dr. Isaacs played by Iain Glen is an homage to actor and good friend of Anderson, Jason Isaacs, who made an uncredited voice cameo as Dr. Birkin and the film's narrator during the opening credits of the first film.

Aside from characters seen in archive footage from Resident Evil (2002) during the introduction, and additional archive shots of Eric Mabius seen later in the movie, the only person to return after the previous film is Milla Jovovich.

The city standing in as Racoon City at the beginning (right after the weather news) is of course Toronto, Canada. The famous CN tower is just to the left outside the frame. You can barely see its shadow. Most exterior shots were made in and around the city.

The original script featured Claire Redfield, a character from Resident Evil 2 (1998) and Resident Evil - Code: Veronica (2000), as one of the main characters. Gina Philips was originally cast as Claire, but dropped out before production began, and was replaced by Emily Bergl. When Bergl also left the project due to scheduling conflicts and a suitable replacement could not be found in time, the character was eventually scrapped from the film. Claire Redfield appeared as a character in the next installment, Resident Evil: Extinction (2007), this time played by Ali Larter.

Sienna Guillory was cast on the strength of her performance in the TV movie Helen of Troy (2003).

The word Biohazard appears many times in the movie. Apart from a warning, this is a reference to the Japanese title of the games which is 'Biohazard.'

The original plan was for Jill Valentine to immediately meet up with Alice in the script. However, this idea was scrapped as Paul W.S. Anderson wanted to have two separate stories occurring at the same time and for them to meet a little later in the film.

In contrast to the first film, which was mainly shot in Germany, filming for Apocalypse took place in Canada, and was threatened with shut-down when there was a SARS outbreak in Toronto. This ultimately didn't affect the production, with filming concluding in October 2003.

Paul W.S. Anderson first started writing the screenplay almost immediately after completing the first film.

Sony put up a faux newspaper which shows Leon S. Kennedy as Jill's partner being killed by zombies. Leon would later appear in Resident Evil: Retribution (2012).

Terri's behavior was more obnoxious and self-centered in the original cut of the film, as confirmed by the shooting script and deleted scenes. One example is an extended version of the news station scene, where she starts acting like a prima-donna and demanding a "fucking cappuccino" when the cameras stop rolling. These scenes were cut down presumably to make her more sympathetic. A small subplot featuring her taking Umbrella prescription medication was also cut for pacing reasons, only making a brief appearance in the cemetery sequence where Terri is seen swallowing pills in the wide shot.

A scene that was cut in the edition was a marketing ad by Umbrella. The anti-aging cream they had made was hailed as miraculous and the cosmetics products by Umbrella were supposed to be groundbreaking.

When Milla Jovovich was filming her first chase scene with Nemesis, she experienced a minor accident where her arms were caught in the wires attached to her harness as her character was supposed to jump over the fence to escape.

When the Umbrella agents pull up to the first house of the people they're sent to evacuate (the female scientist) the commercial playing on the TV screen in her home is a scene from the movie's own trailer featuring the "Regenerate" product.

There are 47 different locations used in the movie.

The exterior shot of Umbrella's headquarters as seen at the end of the movie is actually Toronto's Exhibition Place.

The model of the buildings that is blown up in the movie is modeled after Toronto City Hall.

Alice, L.J. Wayne, Major Cain and Terri Morales are original characters and do not have any video game counterparts, nor are they inspired or based on any of the video game characters.

Sienna Guillory is a natural blonde. To play the brunette Jill Valentine, she had to dye her hair a dark brown. Guillory would eventually appear as a blonde Jill in Resident Evil: Afterlife (2010) and Resident Evil: Retribution (2012).

Both this film and its predecessor Resident Evil (2002) are included on film critic Roger Ebert's "Most Hated" list.

Milla Jovovich and Zack Ward shared a house during production.

Many critics complained about how female characters in first two Resident Evil films were sexualized, like how Alice and Jill wear very revealing clothes, despite the fact that most of their attire, especially Jill's outfit, was actually game-accurate, or how they were still strong characters no matter how they looked or dressed.

During the church scene, when Alice fires at the motorcycle to kill one of the Lickers, the slow motion bullets have the Umbrella logo on the rear of the bullets.

The motorcycle in the church scene appears to be a 2004 Suzuki Intruder Volusia.

When Alice, Carlos, Jill, LJ and Angie arrive at the helicopter point, the name Lt. Gen. D. Carmody can be seen on the helicopter that is landing. This is of course, the name of one the producers of the film, Don Carmody.

In Resident Evil 3: Nemesis (1999), Nikolai is one of villains, but here he is portrayed as a hero by Zack Ward. Mikhail Victor, another good guy from the game, is replaced by an original character, Yuri played by Stefen Hayes. Carlos Olivera, one of the game's protagonists, is played by Oded Fehr who is of Israeli descent. Although Carlos's ethnicity is ambiguous, his surname Oliveira is Portuguese, and the character himself rumored to be Pardo or Native Brazilian.

Mira Sorvino turned down the role of Jill Valentine after being offered.

In a deleted scene, Alice (Milla Jovovich) is walking down a street in the middle of the night in a thunderstorm, wearing her trademark-for-the-series outfit, a plain white robe and bare feet. Although the thunderstorm was manufactured, it was not CGI. Jovovich enjoyed filming the scene because the water felt nice between her toes.

The type of laptop Professor Ashford uses is the Sony Vaio VGN-AX570G.

"S.T.A.R.S." is the only word ever spoken by the Nemesis, it's also the only word he ever speaks repeatedly in Resident Evil 3: Nemesis (1999).

In the final scene Alice wakes up in the aquatic incubator when she hears Angie's telepathic call. This implies that only the individuals who managed to bond successfully with the T-Virus on a cellular level, without any side effects, are the only ones capable of developing supernatural powers like telepathy.

The headset Major Cain is using is a Sony Ericsson HBH-65 Bluetooth headset.

The shot at the end of the movie where we see the nuke flying above a pack of wandering zombies in Raccoon City is taken directly from the ending from the third 'Resident Evil' game, Resident Evil 3: Nemesis (1999).

The DVD and Blu-ray release contain just under 12 minutes of deleted scenes, and one of them is actually an alternate ending. It continues just like in the theatrical edition only Alice is not actually confronted by armed guards as she walks out and instead walks out onto the street and meets up with Jill Valentine in her car.

Although Nemesis is the iconic antagonist of Jill Valentine in the third Resident Evil game, Resident Evil 3: Nemesis (1999), the two never actually fight or conflict in the film as nearly all encounters with Nemesis occur with Alice.

During the commentary on the first film in the series, Resident Evil (2002), Milla Jovovich refers to her nipple appearing on screen, saying that this proves her dedication to the film. Director Paul W.S. Anderson adds that had she really been committed (to the project), she would have shown both nipples. In this sequel, she does show both nipples, towards the end while she's in the tank.

Eric Mabius was due to reprise his role from the first film, with the plan involving scenes depicting Matt, still a human, metamorphosing into Nemesis. However, Mabius pulled out of the film shortly before production began, and the flashback scenes depicting his mutation were portrayed by an unidentified actor. Nemesis, after Matt's mutation, is played by Matthew G. Taylor.

The film contains many visual and thematic references to the Resident Evil games released at the time. Here's what references are seen from the games in storyline chronological order:

• Overall: There is a shot near the end of the film of Alice's eye close up, referencing the first game in the series - the close up eye shot is the logo/title screen of the games. A white goddess statue can be seen in the church; Goddess statues always play a big role in the puzzles of all Biohazard games.
• Resident Evil Zero (2002): Alice kills the Lickers in the church in a bullet-time effect, identical to Billy killing the Leech Queen.
• Resident Evil (1996): In the opening scene with the weather map and the ending, both mention the Arklay Mountains. This is where the mansion in the original game was located.
• Resident Evil (2002) (GameCube remake) Terri's death is recorded by her fallen camera, as is Joseph's death in the intro in the remake of the original game.
• Resident Evil 2 (1998) Alice visits a gun shop; Kendo's Gun Shop is one of the first locations the player visits in the game. The helicopter that delivers Nemesis' weapons is similar in look to the helicopter that delivered Mr. X in the game, and Angela Ashford plays a character similar to Sherry Birkin, who is also the daughter of a ranking Umbrella scientist.
• Resident Evil 3: Nemesis (1999): The sequence in which RPD members are surrounded by zombies at an intersection is taken almost shot for shot from the opening FMV; most noticeably, the similar shot of a slow zoom over several dead corpses into a police helmet that reflects a zombie. The character of Jill Valentine wears the same outfit (blue tank top and black skirt). Zombies rising from their graves. Jill also uses gas stoves to create an explosion. Jill, Terri, Alice and Peyton hide out in a red cable-car, which Jill, Carlos, Nicholai and Mikhial do in the game to get to the Clock tower. Nemesis shoots down a helicopter with his rocket launcher in both the game and movie, and the endings both have an upwards shot of the nuclear missile flying over the streets.
• Resident Evil - Code: Veronica (2000): The sequence in which Alice runs down a hallway while a helicopter shoots out the windows, as well as her move in which she drops her handgun and grabs it just before hitting the ground are both from the opening cinema in the game, but then featuring Claire Redfield. Ashford is the name of the family that co-founded Umbrella. Alice's superhuman abilities are similar to those exhibited by Albert Wesker in the game.
• Miscellaneous: The idea of Dr. Ashford pulling strings to save people inside a zombie-ridden area contains shades of Trent, a character from the Resident Evil books, written by S.D. Perry. Another similarity is that Trent's parents, like Dr. Ashford, created the T-Virus for benevolent purposes before it was hijacked by Umbrella.

Peyton Wells as a character does not actually exist in the games. However, he is partially influenced by the video game character Brad Vickers from Resident Evil 3: Nemesis (1999). They both die in a similar fashion as well, they are killed by Nemesis while it is simultaneously Jill Valentine's first encounter with the mutant.

In the ending fight, the words "Finish him" are used, which is straight from the Mortal Kombat (1992) games at the very end of every battle match. Writer/producer Paul W.S. Anderson directed both Resident Evil (2002) and the Mortal Kombat (1995) movie adaptation.

In early drafts of the script, and the casting sheets, Nicholai was originally named Nicholai Sokolov, and had survived in the school while trying to look for Angela. He would have been flirty with Alice, only for her to rebuff him, and would have been captured by Major Cain. He retains his original name in the novelization.

The cement truck that smashed into the umbrella SUV is like the cement truck in Resident Evil 3: Nemesis (1999) the video game at the beginning that separated Claire and Leon.

During the news cycle near the end of the film referencing the cover up of a nuclear power plant as the cause of the explosion, the Chernobyl disaster is referenced. Jared Harris who plays Dr Ashford would go onto receive critical acclaim as the lead character in the HBO miniseries Chernobyl (2019), based on the real life disaster.

Mistakes

When Jill Valentine first enters the police station towards the beginning, after being called back on duty, and after she has finished firing her gun, she reloads it and you can see the magazine being slammed into the gun. Right after she says "I told you, shoot them in the head." she slams the magazine into the same gun again. She does not use nor possess two guns in this scene.

When Alice falls down the chute to avoid Nemesis, she is shown breaking her ring finger on her left hand. When she is in the hopper and putting her hands to her head, you can clearly see that all 10 fingers are intact and unbroken. When she resets the finger, it is then the ring finger of her right hand.

When Jill heads off to inspect the church in the initial scene, she pulls out a Beretta M-92 Handgun. When she is startled by the priest, she turns around and is now holding a Colt 45.

A big cut on Alice's lip appears and disappears frequently during the showdown at the helicopter site.

When Cain asks why the helicopter hasn't taken off and LJ says it's because he usually drives a Cadillac, LJ starts to throw a punch with his left hand. Then the camera cuts to a shot of Cain's face, where we see him get hit by a right-handed punch.

After L.J. crashes his Cadillac, the reflection of fire can be seen in the window. When he gets out in the next shot, the reflection is not there.

In the helicopter scene near the end, the fight and the helicopter taking off are in pitch black/night time. We even see the helicopter in the air in the dark. Within 60 seconds however it is broad daylight.

When Jill Valentine enters the police building, first shot of her reloading her gun, she has no gun holster around her shoulders, next frame after the chief is talking to her, she is reloading the same gun, but then has her gun holster around her shoulders. She could not have put it on in the little time that the chief was talking.

In the helicopter, when the piece of metal flies and hits Alice her mouth fills with blood. The next second it shows her with nothing in her mouth.

At the beginning, when the car carrying Professor Ashford's daughter is hit by the truck, the car has 6 spoke alloy wheels, whilst it is sliding it has 5 spoke wheels, then back to 6 as it comes to rest.

When L.J. opens the door to reveal the skeleton, the skeleton's posture is leaned forward. In the next camera shot, a zombie pops out to attack him. The skeleton is standing upright here.

Peyton stops limping when they go into the church and starts limping again when they're walking through the graveyard.

After Alice is woken up in the liquid chamber, and has already moved around, when the Doctor orders the chamber to be purged, she is back sitting still in the same position as before she woke up.

When LJ meets up with Terry and Jill in the truck, in several shots it is raining while in others, it isn't raining and the environment and truck windows appear dry.

After the meeting with Nemesis LJ does not pick up the guns he dropped but has them when he gets to the school.

The size of the metal spike on the side of the building changes as the Nemesis is impaled on it. The shape, length, and orientation of the spike also changes from the time the Nemesis snaps off the metal rod to the time he is impaled.

The camera that films Terri begin killed, throughout the entire movie is in record mode. But when Jill picks it up and gives it to Angela, it is in playback mode, playing Terri's death. No one switched it to playback mode.

After the helicopter crash toward the end of the movie, we see Alice's body on the ground covered by a sheet. When the doctor removes the sheet to check her, we can see that Alice's eyes are closed, and yet in the very next shot her eyes are open, staring at the sky.

When they are in the church and Alice rides in on her motorbike, she jumps off it and when it hits the licker, she shoots the bike's fuel tank and it explodes. This is a common mistake in movies, bullets aren't hot enough to cause ignition and an explosion in a petrol tank.

When the Suburban that Professor Ashford's daughter is in rolls and finally slides to a stop, an older model suburban is shown upside down in its place.

During the first fight between Alice and Nemesis, Alice is shown jumping over a fence. When she reaches the peak of her jump, you can see that the actress (Milla Jovovich) is desperately trying to untangle her arms, which have obviously gotten caught in the wires of the harness used to make her jump.

Obvious stunt double when Alice is running around the round glass building with its windows being shot out.

Several errors were made regarding nuclear power. First, no nuclear weapon detonation could ever be mistaken for an accident at a power station - power reactors cannot create nuclear explosions like weapons. Second, "critical" describes a reactor at normal, steady state operation, it does not mean an accident is occurring or imminent.

After Nemesis slays all the S.T.A.R.S members in the building, you can see the "dead" breathing.

When Jill is in the church, she states that her handgun is out of ammo. When they show Jill, her gun is still in her hand and the slide is forward. When handguns fire the last bullet, the slide locks back.

The slowing main rotor of the rooftop rescue helicopter is turning in the wrong direction.

In the scenes where Carlos and his team are fighting zombies in the city you can clearly tell that the scenes have been flipped because the Pizza Pizza signs have been reversed.

At the end, Alice is naked but wearing a towel.  Her underwear can be seen.

In the kitchen sequence, when Jill is shooting at the dogs, you can see that the dog that jumps on her chest and pushes her back doesn't even touch her. If you pause it right before, you can see that it is at least six inches away from touching her when she flies back.

At the end of the film when Alice is having flashbacks whilst fighting Nemesis, you can clearly see that it is a dummy lying on the bed instead of the actor.

When Jill Valentine enters her apartment. On the rightmost newspaper article (below the stars logo on the article), the first sentence mistakenly refers to her as Jill Henderson, which is the Captain's surname; as seen elsewhere on the article.

When the man on the bridge announces to the crowd, "The use of ammunition has been authorized... in five," his mouth moves to "10" instead of "five". This countdown was originally going to be a 10 second countdown, but it was shortened to five.

After the sniper on the roof shoots the zombie behind L.J., he makes the hand action to pull back the bolt of the rifle and the sound of it is heard but the bolt itself does not move.

After Alice has jumped of the bike in the church, you can hear that the bike accelerate by itself.

When the scientist is stroking the side of Alice's face after the helicopter crash, when the scene starts to fade away, right before it does, you can see Alice blink, revealing she is not really "dead" or just unconscious.

When Carlos, Jill and L.J. pick Alice outside the Umbrella medical center at the end of the movie, Jill walks up the steps and says "We'll take over from here" however, her mouth continues moving even after she finishes speaking.

When Jill is trying to start the pickup truck (a Dodge), the engine turn-over sound is nothing like the real thing.

When Dr. Ashford's daughter is riding in the SUV, you can briefly see a tow truck pulling the vehicle as slides across the ground after being hit.

When the car that Professor Ashford's daughter is in rolls, you can just briefly see the camera mounting equipment on the back of the car.

When Carlos and Nicholai are signaling to the helicopter in the alley, you can see, on the ground in the background, a spotlight that is being used to light the scene.

As the S.T.A.R.S officer sees the helicopter dropping supplies into the hospital, and says "it could be a radio" a person (crew member) is very obviously seen walking in the background.

Although in most scenes the CN Tower has been edited out, near the beginning when the van with Angie in it crashes, you can see the CN Tower in the background.

When the first scientist is picked up by the agents you can see a boom operator wearing a white shirt reflected in the door just as she opens it.

Although Raccoon City is supposed to be in the U.S, in most of the city shots where it shows the larger buildings you can see the CIBC (Canadian Imperial Bank of Commerce) and Bank of Montreal logos.

This movie takes place during a summer heatwave, but there's some scenes you can see the actor's breaths condensate (like the Nemesis when he targeted S.T.A.R.S. outside the theater building) indicating real life cold conditions.  In fact, the reason for this is because the movie was filmed during a cold period of the year.