The Gold Watch

33.     FADE UP:                                                        33.

        ON THE CARTOON "SPEED RACER."
        Speed is giving a detailed description of all the features on
        his race car "The Mach-5," which he does at the beginning of
        every episode.

        OFF SCREEN we hear a WOMAN'S VOICE....

                                  WOMAN'S VOICE (OS)
                       Butch.

        DISSOLVE TO:

        BUTCH'S POV
        We're in the living room of a modest two bedroom house in
        Alhambra, California, in the year 1972.
        BUTCH'S MOTHER, 35ish, stands in the doorway leading into the
        living room.  Next to her is a man dressed in the uniform of
        an American Air Force officer.  The CAMERA is the perspective
        of a five-year old boy.

                                  MOTHER
                       Butch, stop watching TV a second.
                       We got a special visitor.  Now do
                       you remember when I told you your
                       daddy dies in a P.O.W. camp?

                                  BUTCH (OS)
                       Uh-huh.

                                  MOTHER
                       Well this here is Capt. Koons.  He
                       was in the P.O.W. camp with Daddy.

        CAPT. KOONS steps inside the room toward the little boy and
        bends down on one knee to bring him even with the boy's
        eyeline.  When Koons speaks, he speaks with a slight Texas
        accent.

                                  CAPT. KOONS
                       Hello, little man.  Boy I sure
                       heard a bunch about you.  See, I
                       was a good friend of your Daddy's.
                       We were in that Hanoi pit of hell
                       over five years together.
                       Hopefully, you'll never have to
                       experience this yourself, but when
                       two men are in a situation like me
                       and your Daddy were, for as long as
                       we were, you take on certain
                       responsibilities of the other.  If
                       it had been me who had not made it,
                       Major Coolidge would be talkin'
                       right now to my son Jim.  But the
                       way it worked out is I'm talkin' to
                       you, Butch.  I got somethin' for
                       ya.

        The Captain pulls a gold wrist watch out of his pocket.

                                  CAPT. KOONS
                       This watch I got here was first
                       purchased by your great-granddaddy.
                       It was bought during the First
                       World War in a little general store
                       in Knoxville, Tennessee.  It was
                       bought by private Doughboy Ernie
                       Coolidge the day he set sail for
                       Paris.  It was your great-
                       granddaddy's war watch, made by the
                       first company to ever make wrist
                       watches.  You see, up until then,
                       people just carried pocket watches.
                       Your great-granddaddy wore that
                       watch every day he was in the war.
                       Then when he had done his duty, he
                       went home to your great-
                       grandmother, took the watch off his
                       wrist and put it in an ol' coffee
                       can.  And in that can it stayed
                       'til your grandfather Dane Coolidge
                       was called upon by his country to
                       go overseas and fight the Germans
                       once again.  This time they called
                       it World War Two.
                       Your great-granddaddy gave it to
                       your granddad for good luck.
                       Unfortunately, Dane's luck wasn't
                       as good as his old man's.  Your
                       granddad was a Marine and he was
                       killed with all the other Marines
                       at the battle of Wake Island.  Your
                       granddad was facing death and he
                       knew it.  None of those boys had
                       any illusions about ever leavin'
                       that island alive.  So three days
                       before the Japanese took the
                       island, your 22-year old
                       grandfather asked a gunner on an
                       Air Force transport named Winocki,
                       a man he had never met before in
                       his life, to deliver to his infant
                       son, who he had never seen in the
                       flesh, his gold watch.  Three days
                       later, your grandfather was dead.
                       But Winocki kept his word.  After
                       the war was over, he paid a visit
                       to your grandmother, delivering to
                       your infant father, his Dad's gold
                       watch.  This watch.  This watch was
                       on your Daddy's wrist when he was
                       shot down over Hanoi.  He was
                       captured and put in a Vietnamese
                       prison camp.  Now he knew if the
                       gooks ever saw the watch it's be
                       confiscated.  The way your Daddy
                       looked at it, that watch was your
                       birthright.  And he'd be damned if
                       and slopeheads were gonna put their
                       greasy yella hands on his boy's
                       birthright.  So he hid it in the
                       one place he knew he could hide
                       somethin'.  His ass.  Five long
                       years, he wore this watch up his
                       ass.  Then when he died of
                       disentary, he gave me the watch.  I
                       hid with uncomfortable hunk of
                       metal up my ass for two years.
                       Then, after seven years, I was sent
                       home to my family.  And now, little
                       man, I give the watch to you.

        Capt. Koons hands the watch to Butch.  A little hand comes
        into FRAME to accept it.

                                                        CUT TO:

34.     INT. LOCKER ROOM - NIGHT                                        34.

        The 27-year old Butch Coolidge is dressed in boxing regalia:
        trunks, shoes and gloves.  He lies on a table catching a few
        zzzzzz's before his big fight.  Almost as soon as WE CUT to
        him, he wakes up with a start.  Shaken by the bizarre memory,
        he wipes his sweaty face with his boxing glove.

        His trainer KLONDIKE, an older fireplug, opens the door a
        little, sticking his head in the room.  Pandemonium seems to
        be breaking out behind Klondike in the hallway.

                                  KLONDIKE
                       It's time, Butch.

                                  BUTCH
                       I'm ready.

        Klondike steps inside, closing the door on the WILD MOB
        outside.  He goes to the long yellow robe hanging on a hook.
        Butch hops off the table and, without a word, Klondike helps
        him on with the robe, which says on the back:  "BATTLING BUTCH
        COOLIDGE."

        The two men head for the door.  Klondike opens the door for
        Butch.  As Butch steps into the hallway, the Crowd goes
        apeshit.  Klondike closes the door behind him, leaving us in
        the quiet, empty locker room.

                                                        FADE TO BLACK

        TITLE CARD:

                            "THE GOLD WATCH"

        WE HEAR OVER THE BLACK AND TITLE:

                                  SPORTSCASTER #1 (OS)
                       -- well Dan, that had to be the
                       bloodiest and, hands-down, the most
                       brutal fight this city has ever
                       seen.

        The SOUND of chaos in the b.g.


        FADE IN:

35.     EXT. ALLEY (RAINING) - NIGHT                                    35.

        A taxi is parked in a dark alley next to an auditorium.  The
        sky is PISSIN' DOWN RAIN.  WE SLOWLY DOLLY toward the parked
        car.  The SOUND of the CAR RADIO can be heard coming from
        inside.

                                  SPORTSCASTER #1 (OS)
                       ...Coolidge was out of there faster
                       than I've ever seen a victorious
                       boxer vacate the ring.  Do you
                       think he knew Willis was dead?

                                  SPORTSCASTER #2 (OS)
                       My guess would be yes, Richard.  I
                       could see from my position here,
                       the frenzy in his eyes give way to
                       the realization of what he was
                       doing.  I think any man would've
                       left the ring that fast.

                                                        DISSOLVE TO:

36.     INT. TAXI (PARKED/RAINING) - NIGHT                              38.

        Inside the taxi, behind the wheel, is a female cabbie named
        ESMARELDA VILLALOBOS.  A young woman, with Spanish looks, sits
        parked, drinking a steaming hot cup of coffee out of a white
        styrofoam cup.

        The Sportscasters continue their coverage.

                                  SPORTSCASTER #1 (OS)
                       Do you feel this ring death tragedy
                       will have an effect on the world of
                       boxing?

                                  SPORTSCASTER #2 (OS)
                       Oh Dan, a tragedy like this can't
                       help but shake the world of boxing
                       to its very foundation.  But it's
                       of paramount importance that during
                       the sad weeks ahead, the eyes of
                       the W.B.A. remain firmly fixed on
                       the -- CLICK --

        Esmarelda shuts off the radio.

        She takes a sip of coffee, then hears a NOISE behind her in
        the alley.  She sticks her head out of the car door to see:


37.     A window about three stories high opens on the auditorium-side
        of the alley.  A gym bag is tossed out into a garbage dumpster
        below the window.  Then, Butch Coolidge, still dressed in
        boxing trunks, shoes, gloves and yellow robe, LEAPS to the
        dumpster below.

        ESMARELDA'S REACTION takes in the strangeness of this sight.

        Gym bag in hand, Butch CLIMBS out of the dumpster and RUNS to
        the taxi.  Before he climbs in, he takes off his robe and
        throws it to the ground.


38.     INT. TAXI (PARKED/RAINING) - NIGHT                              38.

        Butch, soaking wet, naked except for trunks, shoes and gloves,
        HOPS in the backseat, SLAMMING the door.

        Esmarelda, staring straight ahead, talks to Butch through the
        rearview mirror:

                                  ESMARELDA
                            (Spanish accent)
                       Are you the man I was supposed to
                       pick up?

                                  BUTCH
                       If you're the cab I called, I'm the
                       guy you're supposed to pick up.

                                  ESMARELDA
                       Where to?

                                  BUTCH
                       Outta here.

        The ignition key is TWISTED.  The engine ROARS to life.

        The meter is FLIPPED on.

        Esmarelda's bare foot STOMPS on the gas pedal.


39.     EXT. BOXING AUDITORIUM (RAINING) - NIGHT                        39.

        The cab WHIPS out of the alley, FISH-TAILING on the wet
        pavement in front of the auditorium at a rapid pace.


40.     INT. WILLIS LOCKER ROOM (AUDITORIUM) - NIGHT                    40.

        Locker room door opens, English Dave fights his way through
        the pandemonium which is going on outside in the hall,
        shutting the door on the madness.  Once inside, English Dave
        takes time to adjust his suit and tie.

        In the room, black boxer FLOYD RAY WILLIS lies on a table --
        dead.  His face looks like he went dunking for bees.  His
        TRAINER is on his knees, head on Floyd's chest, crying over
        the body.

        The huge figure that is Marsellus Wallace stands at the table,
        hand on the Trainer's shoulder, lending emotional support.  We
        still do not see Marsellus clearly, only that he is big.

        Mia sits in a chair at the far end of the room.

        Marsellus looks up, sees English Dave and walks over to him.

                                  MARSELLUS (OS)
                       What'cha got?

                                  ENGLISH DAVE
                       He booked.

                                  MARSELLUS (OS)
                       I'm prepared to scour the earth for
                       this motherfucker.  If Butch goes
                       to Indo China, I want a nigger
                       hidin' in a bowl of rice, ready to
                       pop a cap in his ass.

                                  ENGLISH DAVE
                       I'll take care of it.

41.     INT. CAB (MOVING/RAINING) - NIGHT                               41.

        Butch gets one of his boxing gloves off.

        Esmarelda watches in the rearview mirror.

        He tries to roll down one of the backseat windows, but can't
        find the roll bar.

                                  BUTCH
                       Hey, how do I open the window back
                       here?

                                  ESMARELDA
                       I have to do it.

        She presses a button and the back window moves down.  Butch
        tosses his boxing glove out the window, then starts untying
        the other one.

        Esmarelda can't keep quiet anymore.

                                  ESMARELDA
                       Hey, mister?

                                  BUTCH
                            (still working on the
                              glove)
                       What?

                                  ESMARELDA
                       You were in that fight?  The fight
                       on the radio -- you're the fighter?

        As he tosses his other glove out the window.

                                  BUTCH
                       Whatever gave you that idea?

                                  ESMARELDA
                       No c'mon, you're him, I know you're
                       him, tell me you're him.

                                  BUTCH
                            (drying himself with a
                              gym towel)
                       I'm him.

                                  ESMARELDA
                       You killed the other boxing man.

                                  BUTCH
                       He's dead?

                                  ESMARELDA
                       The radio said he was dead.

        He finished wiping himself down.

                                  BUTCH
                            (to himself)
                       Sorry 'bout that, Floyd.

        He tosses the towel out the window.

        Silence, as Butch digs in his bag for a tee-shirt.

                                  ESMARELDA
                       What does it feel like?

                                  BUTCH
                            (finds his shirt)
                       What does what feel like?

                                  ESMARELDA
                       Killing a man.  Beating another man
                       to death with your bare hands.

        Butch pulls on his tee-shirt.

                                  BUTCH
                       Are you some kinda weirdo?

                                  ESMARELDA
                       No, it's a subject I have much
                       interest in.  You are the first
                       person I ever met who has killed
                       somebody.  So, what was it like to
                       kill a man?

                                  BUTCH
                       Tell ya what, you give me one of
                       them cigarettes, I'll give you an
                       answer.

        Esmarelda bounces in her seat with excitment.

                                  ESMARELDA
                       Deal!

        Butch leans forward.  Esmarelda, keeping her eyes on the road,
        passes a cigarette back to him.  He takes it.  Then, still not
        looking behind her, she brings up her hand, a lit match in it.
        Butch lights his smoke, then blows out the match.

        He takes a long drag.

                                  BUTCH
                       So....

        He looks at her license

                                  BUTCH
                       ...Esmarelda Villalobos -- is that
                       Mexican?

                                  ESMARELDA
                       The name is Spanish, but I'm
                       Columbian.

                                  BUTCH
                       It's a very pretty name.

                                  ESMARELDA
                       It mean "Esmarelda of the wolves."

                                  BUTCH
                       That's one hell of a name you got
                       there, sister.

                                  ESMARELDA
                       Thank you.  And what is your name?

                                  BUTCH
                       Butch.

                                  ESMARELDA
                       Butch.  What does it mean?

                                  BUTCH
                       I'm an American, our names don't
                       mean shit.  Anyway, moving right
                       along, what is it you wanna know,
                       Esmarelda?

                                  ESMARELDA
                       I want to know what it feels like
                       to kill a man --

                                  BUTCH
                       -- I couldn't tell ya.  I didn't
                       know he was dead 'til you told me
                       he was dead.  Now I know he's dead,
                       do you wanna know how I feel about
                       it?

        Esmarelda nods her head: "yes."

                                  BUTCH
                       I don't feel the least little bit
                       bad.  You wanna know why,
                       Esmarelda?

        Esmarelda nods her head: "yes."

                                  BUTCH
                       'Cause I'm a boxer.  And after
                       you've said that, you've said
                       pretty much all there is to say
                       about me.  Now maybe that son-of-a-
                       bitch tonight was once at one time
                       a boxer.  If he was, then he was
                       dead before his ass ever stepped in
                       the ring.  I just put the poor
                       bastard outta his misery.  And if
                       he never was a boxer --
                            (Butch takes a drag)
                       That's what he gets for fuckin' up
                       my sport.


42.     EXT. PHONE BOOTH (RAINING) - NIGHT                              42.

        We DOLLY around a phone booth as Butch talks inside.

                                  BUTCH
                            (into phone)
                       What's I tell ya, soon as the word
                       got out a fix was in, the odds
                       would be outta control.
                       Hey, if he was a better fighter
                       he's be alive.  If he never laced
                       up his gloves in the first place,
                       which he never shoulda done, he'd
                       be alive.  Enough about the poor
                       unfortunate Mr. Floyd, let's talk
                       about the rich and prosperous Mr.
                       Butch.  How many bookies you spread
                       it around with?
                            (pause)
                       Eight?  How long to collect?
                            (pause)
                       So by tomorrow evening, you'll have
                       it all?
                            (pause)
                       Good news Scotty, real good news --
                       I understand a few stragglers
                       aside.  Me an' Fabian're gonna
                       leave in the morning.  It should
                       take us a couple days to get into
                       Knoxville.  Next time we see each
                       other, it'll be on Tennessee time.

        Butch hangs up the phone.  He looks at the cab waiting to take
        him wherever he wants to go.

                                  BUTCH
                            (to himself in French
                              with English
                              subtitles)
                       Fabian my love, our adventure
                       begins.

                                                        CUT TO:

43.     EXT. MOTEL (STOPPED RAINING) - NIGHT                            43.

        Esmarelda's tax pulled into the motel parking lot.  The rain
        has stopped, but the night is still soaked.  Butch gets out,
        now fully dressed in tee-shirt, jeans and high school athletic
        jacket.  He leans in the driver's side window.

                                  ESMARELDA
                       Forty-five sixty.

        Handing her the money.

                                  BUTCH
                       Merci beaucoup.  And here's a
                       little something for the effort.

        Butch holds up a hundred dollar bill.

        Esmarelda's eyes light up.  She goes to take it.  Butch holds
        it out of reach.

                                  BUTCH
                       Now if anybody should ask you about
                       who your fare was tonight, what're
                       you gonna tell 'em?

                                  ESMARELDA
                       The truth.  Three well-dressed,
                       slightly toasted, Mexicans.

        He gives her the bill.

                                  BUTCH
                       Bon soir, Esmarelda.

                                  ESMARELDA
                            (in Spanish)
                       Sleep well, Butch.

        He tweaks her nose, she smiles, and he turns and walks away.
        She drives off.


44.     INT. MOTEL (ROOM SIX) - NIGHT                                   44.

        Butch enters and turns on the light.

        Lying curled up on the bed, fully dressed, with her back to us
        is Butch's French girlfriend, FABIAN.

                                  FABIAN
                       Keep the light off.

        Butch flicks the switch back, making the room dark again.

                                  BUTCH
                       Is that better, sugar pop?

                                  FABIAN
                       Oui.  Hard day at the office?

                                  BUTCH
                       Pretty hard.  I got into a fight.

                                  FABIAN
                       Poor baby.  Can we make spoons?

        Butch climbs into bed, spooning Fabian from behind.

        When Butch and Fabian speak to each other, they speak in baby-
        talk.

                                  FABIAN
                       I was looking at myself in the
                       mirror.

                                  BUTCH
                       Uh-huh?

                                  FABIAN
                       I wish I had a pot.

                                  BUTCH
                       You were lookin' in the mirror and
                       you wish you had some pot?

                                  FABIAN
                       A pot.  A pot belly.  Pot bellies
                       are sexy.

                                  BUTCH
                       Well you should be happy, 'cause
                       you do.

                                  FABIAN
                       Shut up, Fatso!  I don't have a
                       pot!  I have a bit of a tummy, like
                       Madonna when she did "Lucky Star,"
                       it's not the same thing.

                                  BUTCH
                       I didn't realize there was a
                       difference between a tummy and a
                       pot belly.

                                  FABIAN
                       The difference is huge.

                                  BUTCH
                       You want me to have a pot?

                                  FABIAN
                       No.  Pot bellies make a man look
                       either oafish, or like a gorilla.
                       But on a woman, a pot belly is very
                       sexy.  The rest of you is normal.
                       Normal face, normal legs, normal
                       hips, normal ass, but with a big,
                       perfectly round pot belly.  If I
                       had one, I'd wear a tee-shirt two
                       sizes too small to accentuate it.

                                  BUTCH
                       You think guys would find that
                       attractive?

                                  FABIAN
                       I don't give a damn what men find
                       attractive.  It's unfortunate what
                       we find pleasing to the touch and
                       pleasing to the eye is seldom the
                       same.

                                  BUTCH
                       If I had a pot belly, I'd punch you
                       in it.

                                  FABIAN
                       You'd punch me in my belly?

                                  BUTCH
                       Right in the belly.

                                  FABIAN
                       I'd smother you.  I'd drop it on
                       your right on your face 'til you
                       couldn't breathe.

                                  BUTCH
                       You'd do that to me?

                                  FABIAN
                       Yes!

                                  BUTCH
                       Did you get everything, sugar pop?

                                  FABIAN
                       Yes, I did.

                                  BUTCH
                       Good job.

                                  FABIAN
                       Did everything go as planned?

                                  BUTCH
                       You didn't listen to the radio?

                                  FABIAN
                       I never listen to your fights.
                       Were you the winner?

                                  BUTCH
                       I won alright.

                                  FABIAN
                       Are you still retiring?

                                  BUTCH
                       Sure am.

                                  FABIAN
                       What about the man you fought?

                                  BUTCH
                       Floyd retired too.

                                  FABIAN
                            (smiling)
                       Really?!  He won't be fighting no
                       more?!

                                  BUTCH
                       Not no more.

                                  FABIAN
                       So it all worked out in the finish?

                                  BUTCH
                       We ain't at the finish, baby.

        Fabian rolls over and Butch gets on top of her.  They kiss.

                                  FABIAN
                       We're in a lot of danger, aren't
                       we?

        Butch nods his head: "yes."

                                  FABIAN
                       If they find us, they'll kill us,
                       won't they?

        Butch nods his head: "yes."

                                  FABIAN
                       But they won't find us, will they?

        Butch nods his head: "no."

                                  FABIAN
                       Do you still want me to go with
                       you?

        Butch nods his head: "yes."

                                  FABIAN
                       I don't want to be a burden or a
                       nuisance --

        Butch's hand goes out of frame and starts massaging her
        crotch.

        Fabian reacts.

                                  FABIAN
                       Say it!

                                  BUTCH
                       Fabian, I want you to be with me.

                                  FABIAN
                       Forever?

                                  BUTCH
                       ...and ever.

        Fabian lies her head back.

        Butch continues to massage her crotch.

                                  FABIAN
                       Do you love me?

                                  BUTCH
                       Oui.

                                  FABIAN
                       Butch?  Will you give me oral
                       pleasure?

        Butch kisses her on the mouth.

                                  BUTCH
                       Will you kiss it?

        She nods her head: "yes."

                                  FABIAN
                       But you first.

        Butch's head goes down out of frame to carry out the oral
        pleasure.  Fabian's face is alone in the frame.

                                  FABIAN
                            (in French, with
                              English subtitles)
                       Butch my love, the adventure
                       begins

                                                        FADE TO BLACK

        FADE UP:

45.     MOTEL ROOM                                                      45.

        Same motel room, except empty.  WE HEAR THE SHOWER RUNNING in
        the bathroom.  The CAMERA MOVES to the bathroom doorway.  We
        see Fabian in a white terry cloth robe that seems to swallow
        her up.  She's drying her head with a towel.  Butch is inside
        the shower washing up.  We see the outline of his naked body
        through the smoky glass of the shower door.  Steam fills the
        bathroom.  Butch turns the shower off and opens the door,
        popping his head out.

                                  BUTCH
                       I think I cracked a rib.

                                  FABIAN
                       Giving me oral pleasure?

                                  BUTCH
                       No retard, from the fight.

                                  FABIAN
                       Don't call me retard.

                                  BUTCH
                            (in a Mongoloid voice)
                       My name is Fabby!  My name is
                       Fabby!

                                  FABIAN
                       Shut up fuck head!  I hate that
                       Mongoloid voice.

                                  BUTCH
                       Okay, sorry, sorry, sorry, I take
                       it back!  Can I have a towel
                       please, Miss Beautiful Tulip.

                                  FABIAN
                       Oh I like that, I like being called
                       a tulip.  Tulip is much better than
                       Mongoloid.

        She finishes drying her hair and wraps the towel like a turban
        on her head.

                                  BUTCH
                       I didn't call you a Mongoloid, I
                       called you a retard, but I took it
                       back.

        She hands him a towel.

                                  BUTCH
                       Merci beaucoup.

                                  FABIAN
                       Butch?

                                  BUTCH
                            (drying his head)
                       Yes, lemon pie.

                                  FABIAN
                       Where are we going to go?

                                  BUTCH
                       I'm not sure yet.  Wherever you
                       want.  We're gonna get a lot of
                       money from this.  But it ain't
                       gonna be so much, we can live like
                       hogs in the fat house forever.  I
                       was thinking we could go somewhere
                       in the South Pacific.  The kinda
                       money we'll have'll carry us a long
                       way down there.

                                  FABIAN
                       So if we wanted, we could live in
                       Bora Bora?

                                  BUTCH
                       You betcha.  And if after awhile
                       you don't dig Bora Bora, then we
                       can move over to Tahiti or Mexico.

                                  FABIAN
                       But I do not speak Spanish.

                                  BUTCH
                       You don't speak Bora Boran either.
                       Besides, Mexican is easy: Donde
                       esta el zapataria?

                                  FABIAN
                       What does that mean?

                                  BUTCH
                       Where's the shoe store?

                                  FABIAN
                       Donde esta el zapataria?

                                  BUTCH
                       Excellent pronunciation.  You'll be
                       my little mama ceta in no time.

        Butch exits the bathroom.  We stay on FAbian as she brushes
        her teeth.

        Butch keeps on from the other room.

                                  BUTCH (OS)
                       Que hora es?

                                  FABIAN
                       Que hora es?

                                  BUTCH (OS)
                       What time is it?

                                  FABIAN
                       What time is it?

                                  BUTCH (OS)
                       Time for bed.  Sweet dream,
                       jellybean.

        Fabian brushes her teeth.  We watch her for a moment or two,
        then she remember something.

                                  FABIAN
                       Butch.

        She walks out of the bathroom to ask Butch a question, only to
        find him sound asleep in bed.

        She looks at him for a moment.

                                  FABIAN
                       Forget it.

        She exits frame, going back in the bathroom.  WE STAY on the
        WIDE SHOT of the unconscious Butch in bed.

                                                        FADE TO BLACK

        FADE UP:

46.     MOTEL ROOM - MORNING                                            46.

        SAME SHOT AS BEFORE, the next morning.  We find Butch still
        asleep in bed.

        Fabian brushes her teeth half in and half out of the bathroom
        so she can watch TV at the same time.  She still wears the
        terry cloth robe from the night before.

        ON TV: WILLIAM SMITH and a bunch of Hell's Angels are taking
        on the entire Vietnamese army in the film "THE LOSERS."

        Butch wakes from his sleep, as if a scary monster was chasing
        him.  His start startles Fabian.

                                  FABIAN
                       Merde!  You startled me.  Did you
                       have a bad dream?

        Butch squints down the front of the bed at her, trying to
        focus.

                                  BUTCH
                       ...yeah...are you still brushing
                       your teeth?

                                  FABIAN
                       This is me.  I brush my teeth all
                       night long and into the early
                       morning.  Do you think I have a
                       problem?

        Fabian goes back into the bathroom to spit.

        If that was supposed to be sarcasm, it was lost on Butch at
        this early hour.

        Butch, still trying to chase the cobwebs away, sees on TV
        Hell's Angels tear-assin' through a Vietnamese prison camp.

                                  BUTCH
                       What are you watching?

                                  FABIAN
                       A motorcycle movie, I'm not sure
                       the name.

                                  BUTCH
                       Are you watchin' it?

        Fabian enters the room.

                                  FABIAN
                       In a way.  Why?  Would you like for
                       me to switch it off?

                                  BUTCH
                       Would you please?

        She reaches over and turns off the TV.

                                  BUTCH
                       It's a little too early in the
                       morning for explosions and war.

                                  FABIAN
                       What was it about?

                                  BUTCH
                       How should I know, you were the one
                       watchin' it.

        Fabian laughs.

                                  FABIAN
                       No, imbecile, what was your dream
                       about?

                                  BUTCH
                       Oh, I...don't remember.  It's
                       really rare I remember a dream.

                                  FABIAN
                       You just woke up from it.

                                  BUTCH
                       Fabian, I'm not lying to you, I
                       don't remember.

                                  FABIAN
                       Well, let's look at the grumpy man
                       in the morning.  I didn't say you
                       were lying, it's just odd you don't
                       remember your dreams.  I always
                       remember mine.  Did you know you
                       talk in your sleep?

                                  BUTCH
                       I don't talk in my sleep, do I talk
                       in my sleep?

                                  FABIAN
                       You did last night.

                                  BUTCH
                       What did I say?

        Laying on top of him.

                                  FABIAN
                       I don't know.  I couldn't
                       understand you.

        She kisses Butch.

                                  FABIAN
                       Why don't you get up and we'll get
                       some breakfast at that breakfast
                       place with the pancakes.

                                  BUTCH
                       One more kiss and I'll get up.

        Fabian gives Butch a sweet long kiss.

                                  FABIAN
                       Satisfied?

                                  BUTCH
                       Yep.

                                  FABIAN
                       Then get up, lazy bones.

        Butch climbs out of bed and starts pulling clothes out of the
        suitcase that Fabian brought.

                                  BUTCH
                       What time is it?

                                  FABIAN
                       Almost nine in the morning.  What
                       time does our train arrive?

                                  BUTCH
                       Eleven.

        Seeing him looking at a pair of pants.

                                  FABIAN
                       Those pants are very nice.  Can you
                       wear those with that nice blue
                       shirt you have?

        He pulls a blue shirt of the suitcase.

                                  BUTCH
                       This one?

                                  FABIAN
                       That's the one.  That matches.

                                  BUTCH
                       Okay.

        He puts the cloths on.

                                  FABIAN
                       I'm gonna order a big plate of
                       blueberry pancakes with maple
                       syrup, eggs over easy, and five
                       sausages.

                                  BUTCH
                            (surprised at her
                              potential appetite)
                       Anything to drink with that?

        Butch is finished dressing.

                                  FABIAN
                            (referring to his
                              clothes)
                       Oh yes, that looks nice.  To drink,
                       a tall glass or orange juice and a
                       black cup of coffee.  After that,
                       I'm going to have a slice of pie.

        As he goes through the suitcase.

                                  BUTCH
                       Pie for breakfast?

                                  FABIAN
                       Any time of the day is a good time
                       for pie.  Blueberry pie to go with
                       the pancakes.  And on top, a thin
                       slice of melted cheese --

                                  BUTCH
                       -- where's my watch?

                                  FABIAN
                       It's there.

                                  BUTCH
                       No, it's not.  It's not here.

                                  FABIAN
                       Have you looked?

        By now, Butch is frantically rummaging through the suitcase.

                                  BUTCH
                       Yes I've fuckin' looked!!

        He's now throwing clothes.

                                  BUTCH
                       What the fuck do you think I'm
                       doing?!  Are you sure you got it?

        Fabian can hardly speak, she's never seen Butch this way.

                                  FABIAN
                       Uhhh...yes...beside the table
                       drawer --

                                  BUTCH
                       -- on the little kangaroo.

                                  FABIAN
                       Yes, it was on your little
                       kangaroo.

                                  BUTCH
                       Well it's not here!

                                  FABIAN
                            (on the verge of tears)
                       Well it should be!

                                  BUTCH
                       Oh it most definitely should be
                       here, but it's not.  So where is
                       it?

        Fabian is crying and scared.

        Butch lowers his voice, which only serves to make him more
        menacing.

                                  BUTCH
                       Fabian, that was my father's
                       fuckin' watch.  You know what my
                       father went through to git me that
                       watch?...I don't wanna get into it
                       right now...but he went through a
                       lot.  Now all this other shit, you
                       coulda set on fire, but I
                       specifically reminded you not to
                       forget my father's watch.  Now
                       think, did you get it?

                                  FABIAN
                       I believe so....

                                  BUTCH
                       You believe so?  You either did, or
                       you didn't, now which one is it?

                                  FABIAN
                       Then I did.

                                  BUTCH
                       Are you sure?

                                  FABIAN
                            (shaking)
                       No.

        Butch freaks out, he punches the air.

        Fabian SCREAMS and backs into a corner,

        Butch picks up the motel TV and THROWS IT AGAINST the wall.

        Fabian SCREAMS IN HORROR.

        Butch looks toward her, suddenly calm.

                                  BUTCH
                            (to Fabian)
                       No!  It's not your fault.
                            (he approached her)
                       You left it at the apartment.

        He bends down in front of the woman who has sunk to the floor.

        He touches her hand, she flinches.

                                  BUTCH
                       If you did leave it at the
                       apartment, it's not your fault.  I
                       had you bring a bunch of stuff.  I
                       reminded you about it, but I didn't
                       illustrate how personal the watch
                       was to me.  If all I gave a fuck
                       about was my watch, I should've
                       told you.  You ain't a mind reader.

        He kisses her hand.  Then rises.

        Fabian is still sniffling.

        Butch goes to the closet.

                                  FABIAN
                       I'm sorry.

        Butch puts on his high school jacket.

                                  BUTCH
                       Don't be.  It just means I won't be
                       able to eat breakfast with you.

                                  FABIAN
                       Why does it mean that?

                                  BUTCH
                       Because I'm going back to my
                       apartment to get my watch.

                                  FABIAN
                       Won't the gangsters be looking for
                       you there?

                                  BUTCH
                       That's what I'm gonna find out.  If
                       they are, and I don't think I can
                       handle it, I'll split.

        Rising from the floor.

                                  FABIAN
                       My darling, I don't want you to be
                       murdered over a silly watch.

                                  BUTCH
                       One, it's not a silly watch.  Two,
                       I'm not gonna be murdered.  And
                       three, don't be scared.  I won't
                       let anything get in the way of us
                       living a happy life together.

        Butch brings her close and puts his hands on her face.

                                  BUTCH
                       Don't feel bad, sugar pop.  Nothing
                       you could ever do would make me
                       permanently angry at you.
                            (pause)
                       I love you, remember?
                            (he digs some money out
                              of his wallet)
                       Now here's some money, order those
                       pancakes and have a great
                       breakfast.

                                  FABIAN
                       Don't go.

                                  BUTCH
                       I'll be back before you can say,
                       blueberry pie.

                                  FABIAN
                       Blueberry pie.

                                  BUTCH
                       Well maybe not that fast, but fast.
                       Okay?  Okay?

                                  FABIAN
                       Okay.

        He kisses her once more and heads for the door.

                                  BUTCH
                       Bye-bye, sugar pop.

                                  FABIAN
                       Bye.

                                  BUTCH
                       I'm gonna take your Honda.

                                  FABIAN
                       Okay.

        And with that, he's out the door.

        Fabian sits on the bed and looks at the money he gave her.


47.     INT. HONDA (MOVING) - DAY                                       47.

        Butch is beating the steering wheel and the dash with his
        fists as he drives down the street.

                                  BUTCH
                       Of all the fuckin' things she
                       coulda forgot, she forgets my
                       father's watch.  I specifically
                       reminded her not to forget it.
                       "Bedside table -- on the kangaroo."
                       I said the words: "Don't forget my
                       father's watch."


48.     EXT. CITY STREET - DAY                                          48.

        The little Honda races toward its destination as fast as its
        little engine will take it.


49.     INT. HONDA (MOVING) - DAY                                       49.

        Butch continues:

                                  BUTCH
                       What the fuck am I doin'?  Have I
                       taken one too many hits to the
                       head?  That's gotta be it.  Brain
                       damage is the only excuse for this
                       dumb a move.  Stop the car, Butch.
                            (he keeps on driving)
                       Stop the car, Butch.
                            (he pays no attention
                              to himself)
                       Butch, I'm talkin' to you.  Put-
                       your-foot-on-the-break!

        Butch's foot SLAMS down hard on the break.


50.     EXT. CITY STREET - DAY                                          50.

        The little Honda SKIDS to a stop in the middle of the street.
        Butch HOPS out of the car like it was on fire.

        Butch begins PACING back and forth, talking to himself,
        oblivious to PASSERSBY and traffic.

                                  BUTCH
                       I ain't gonna do this.  This is a
                       punchy move and I ain't punchy!
                       Daddy would totally fuckin'
                       understand.  If he was here right
                       now, he'd say, "Butch, git a grip.
                       It's a fuckin' watch, man.  You
                       lose one, ya git another.  This is
                       your life you're fuckin' around
                       with, which you shouldn't be doin'
                       'cause you only got one.

        Butch continues to pace, but now he's silent.  Then....

                                  BUTCH
                       This is my war.  You see, Butch,
                       what you're forgettin' is this
                       watch isn't just a device that
                       enables you to keep track of time.
                       This watch is a symbol.  It's a
                       symbol of how your father, and his
                       father before him, and his father
                       before him, distinguished
                       themselves in war.  And when I took
                       Marsellus Wallace's money, I
                       started a war.  This is my World
                       War Two.  That apartment in North
                       Hollywood, that's my Wake Island.
                        In fact, if you look at it that
                       way, it's almost kismet that Fabian
                       left it behind.  And using that
                       perspective, going back for it
                       isn't stupid.  It may be dangerous,
                       but it's not stupid.  Because there
                       are certain things in this world
                       that are worth going back for.

        That's it, Butch has talked himself into it again.  He HOPS in
        the car, starts it up and TAKES OFF.

                                                        CUT TO:

        A parking meter red flag rises up, then out, leaving the arrow
        pointing at one hour.


51.     EXT. RESIDENTIAL STREET CORNER - DAY                            51.

        Butch isn't completely reckless.  He has parked his car a
        couple of blocks from his apartment to check things out before
        he goes boppin' through the front door.


52.     EXT. ALLEY - DAY                                                52.

        Butch walks down the alley until he gets to another street,
        then he discreetly glances out.


53.     EXT. STREET - BUTCH'S APARTMENT - DAY                           53.

        Everything seems normal.  More or less the right number of
        cars in the street.  None of the parked cars appear out of
        place.  None of them have a couple of goons sitting inside.
        Basically, it looks like normal morning activity in front of
        Butch's home.

        Butch peers around a wall, taking in the vital information.

                                  BUTCH
                            (to himself)
                       Everything looks hunky dorie.
                       Looks can be deceiving, but this
                       time I don't think they are.  Why
                       waste the manpower to stake out my
                       place.  I'd have to be a fuckin'
                       idiot to come back here.  That's
                       how you're gonna beat 'em Butch,
                       they keep underestimating you.

        Butch walks out of the alley and is ready for anything.  He
        crosses the street and enters his apartment courtyard.

        Across the street from Butch's building, on the corner, is a
        combination donut shop and Japanese restaurant.  A big sign
        sticks up in the air, with the name "Teriyaki Donut" and a
        graphic of a donut sticking out of a bowl of rice.


54.     EXT. BUTCH'S APARTMENT COURTYARD - DAY                          54.

        Butch is in the courtyard of his North Hollywood apartment
        building.  Once again, everything appears normal -- the
        laundry room, the pool, his apartment door -- nothing appears
        disturbed.

        Butch climbs the stairs leading to his apartment, number 12.
        He steps outside the door and listens inside.  Nothing.

        Butch slowly inserts the key into the door, quietly opening
        it.


55.     INT. BUTCH'S APARTMENT - DAY                                    55.

        His apartment hasn't been touched.

        He cautiously steps inside, shuts the door and takes a quick
        look around.  Obviously, no one is there.

        Butch walks into his modest kitchen, and opens the
        refrigerator.  He takes out a carton of milk and drinks from
        it.

        With carton in hard, Butch surveys the apartment.  Then he
        goes to the bedroom.

        His bedroom is like the rest of the apartment -- neat, clean
        and anonymous.  The only things personal in his room are a few
        boxing trophies, an Olympic silver medal, a framed issue of
        "Ring Magazine" with Butch on the cover, and a poster of Jerry
        Quarry and one of George Chuvalo.

        Sure enough, there's the watch just like he said it was: on
        the bedside table, hanging on his little kangaroo statue.

        He walks through the apartment and back into the kitchen.  He
        opens a cupboard and takes out a box of Pop Tarts.  Putting
        down the milk, he opens the box, takes out two Pop Tarts and
        puts them in the toaster.

        Butch glances to his right, his eyes fall on something.

        What he sees is a small compact Czech M61 submachine gun with
        a huge silencer on it, lying on his kitchen counter.

                                  BUTCH
                            (softly)
                       Holy shit.

        He picks up the intimidating peace of weaponary and examines
        it.

        Then...a toilet FLUSHES.

        Butch looks up to the bathroom door, which is parallel to the
        kitchen.  There is someone behind it.

        Like a rabbit caught in a radish patch, Butch freezes, not
        knowing what to do.

        The bathroom door opens and Vincent Vega steps out of the
        bathroom, tightening his belt.  In his hand is the book
        "MODESTY BLAISE" by Peter O'Donnell.

        Vincent and Butch lock eyes.

        Vincent freezes.

        Butch doesn't move, except to point the M61 in Vincent's
        direction.

        Neither man opens his mouth.

        Then...the toaster LOUDLY kicks up the Pop Tarts.

        That's all the situation needed.

        Butch's finger HITS the trigger.

        MUFFLED FIRE SHOOTS out of the end of the gun.

        Vincent is seemingly WRACKED with twenty bullets
        SIMULTANEOUSLY -- LIFTING him off his feet, PROPELLING him
        through the air and CRASHING through the glass shower door at
        the end of the bathroom.

        By the time Butch removes his finger from the trigger, Vincent
        is annihilated.

        Butch stands frozen, amazed at what just happened.  His look
        goes from the grease spot in the bathroom that was once
        Vincent, down to the powerful piece of artillery in his grip.

        With the respect it deserves, Butch carefully places the M61
        back on the kitchen counter.

        Then he exits the apartment, quickly.


56.     EXT. APARTMENT COURTYARD - DAY                                  56.

        Butch, not running, but walking very rapidly, crosses the
        courtyard....

        ...comes out of the apartment building, crosses the street....

        ...goes through the alley....

        ...and into his car in one STEADICAM SHOT.


57.     EXT. HONDA - DAY                                                57.

        Butch CRANKS the car into gear and drives away.  The big wide
        smile of a survivor breaks across his face.


58.     EXT. APARTMENT BUILDING STREET - DAY                            58.

        The Honda turns down the alley and slowly cruises by his
        apartment building.


59.     INT. HONDA - DAY                                                59.

        Butch looks out the window at his former home.

                                  BUTCH
                       That's how you're gonna beat 'em,
                       Butch.  They keep underestimatin'
                       ya.

        This makes the boxer laugh out loud.  As he laughs, he flips a
        tape in the cassette player.  When the MUSIC starts, he SINGS
        along with it.

        He drives by the apartment, but is stopped at the light on the
        corner across from Teriyaki Donut.

        Butch is still chuckling, singing along with the song, as we
        see:

        THROUGH THE WINDSHIELD
        the big man himself, Marsellus Wallace, exit Teriyaki Donut,
        carrying a box of a dozen donuts and two large styrofoam cups
        of coffee.  He steps off the curb, crossing the street in
        front of Butch's car.  This is the first time we see Marsellus
        clearly.

        Laughing boy stops when he sees the big man directly in front
        of him.

        When Marsellus is in front of Butch's car, he casually glances
        to his left, sees Butch, continues walking...then STOPS!

        DOUBLE-TAKE: "Am I really seeing what I'm seeing?"

        Butch doesn't wait for the big man to answer his own question.
        He STOMPS on the gas pedal.

        The little Honda SLAMS into Marsellus, sending him, the donuts
        and the coffee HITTING the pavement at thirty miles an hour.

        Butch CUTS into cross traffic and is BROAD-SIDED by a gold
        Camaro Z-28, BREAKING all the windows in the Honda and sending
        it up on the sidewalk.

        Butch sits dazed and confused in the crumpled mess of what at
        one time was Fabian's Honda.  Blood flows from his nostrils.
        The still-functional tape player continues to play.  A
        PEDESTRIAN pokes his head inside.

                                  PEDESTRIAN
                       Jesus, are you okay?

        Butch look at him, spaced-out.

                                  BUTCH
                       I guess.

        Marsellus Wallace lies sprawled out in the street.  GAWKERS
        gather around the body.

                                  GAWKER #1
                            (to the others)
                       He's dead!  He's dead!

        This jerk's yelling makes Marsellus come to.

        TWO PEDESTRIANS help the shaken Butch out of the wreckage.

        The woozy Marsellus gets to his feet.

                                  GAWKER #2
                       If you need a witness in court,
                       I'll be glad to help.  He was a
                       drunken maniac.  He hit you and
                       crashed into that car.

                                  MARSELLUS
                            (still incoherent)
                       Who?

                                  GAWKER #2
                            (pointing at Butch)
                       Him.

        Marsellus follows the Gawker's finger and sees Butch Coolidge
        down the street, looking a shambles.

                                  MARSELLUS
                       Well, I'll be damned.

        The big man takes out a .45 Automatic and the Gawkers back
        away.  Marsellus starts moving toward Butch.

        Butch sees the fierce figure making a wobbly bee-line toward
        him.

                                  BUTCH
                       Sacre bleu.

        Marsellus brings up his weapon and FIRES, but he's so hurt,
        shaky and dazed that his arm goes wild.

        He HITS a LOOKY-LOO WOMAN in the hip.  She falls to the
        ground, screaming.

                                  LOOKY-LOO WOMAN
                       Oh my God, I've been shot!

        That's all Butch needs to see.  He's outta here.

        Marsellus RUNS after him.

        The CROWD looks agape.

        Butch is in a mad, limping RUN.

        The big man's hot on his ass with a cockeyed wobbly run.

        Butch cuts across traffic and dashes into a business with a
        sign that reads "MASON-DIXIE PAWNSHOP."


60.     INT. MASON-DIXIE PAWNSHOP - DAY                                 60.

        MAYNARD, a hillbilly-lookin' boy, stands behind the counter of
        his pawnshop when, all of a sudden, chaos in the form of Butch
        RACES into his world.

                                  MAYNARD
                       Can I help you wit' somethin'?

                                  BUTCH
                       Shut up!

        Butch quickly takes measure of the situation, than stands next
        to the door.

                                  MAYNARD
                       Now you just wait one goddamn
                       minute --

        Before Maynard can finish his threat, Marsellus CHARGES in.
        He doesn't get past the doorway because Butch LANDS his fist
        in Marsellus' face.

        The gangster's feet go out from under him and the big man
        FALLS FLAT on his back.

        Outside, two police cars with their SIRENS BLARING race by.

        Butch POUNCES on the fallen body, PUNCHING him twice more in
        the face.

        Butch takes the gun out of Marsellus' hand, than grabs ahold
        of his middle finger.

                                  BUTCH
                       So you like chasing people, huh?

        He BREAKS the finger.  Marsellus lets out a pain sound.  Butch
        then places the barrel of the .45 between his eyes, PULLS back
        the hammer and places his open hand behind the gun to shield
        the splatter.

                                  BUTCH
                       Well guess what, big man, you
                       caught me --

                                  MAYNARD (OS)
                       -- hold it right there, godammit!

        Butch and Marsellus look up at Maynard, who's brandishing a
        pump-action shotgun, aimed at the two men.

                                  BUTCH
                       Look mister, this ain't any of your
                       business --

                                  MAYNARD
                       -- I'm makin' it my business!  Now
                       toss that gun!

        Butch does.

                                  MAYNARD
                       Now you on top, stand up and come
                       to the counter.

        Butch slowly gets up and moves to the counter.  As soon as he
        gets there, Maynard HAULS OFF, HITTING him hard in the face
        with the butt of the shotgun, knocking Butch down and out.

        After Butch goes down, Maynard calmly lays the shotgun on the
        counter and moves to the telephone.

        Marsellus Wallace, from his position on the floor, groggily
        watches the pawnshop owner dial a number.  Maynard waits on
        the line while the other end rings.  Then it picks up.

                                  MAYNARD
                       Zed?  It's Maynard.  The spider
                       just caught a coupl'a flies.

        Marsellus passes out.

                                                        FADE TO BLACK

        FADE UP:

61.     INT. PAWNSHOP BACK ROOM - DAY                                   61.

        TWO SHOT - BUTCH AND MARSELLUS
        are tied up in two separate chairs.  In their mouths are two
        S&M-style ball gags (a belt goes around their heads and a
        little red ball sticks in their mouths).  Both men are
        unconscious.  Maynard steps in with a fire extinguisher and
        SPRAYS both guys until they're wide awake and wet as otters.
        The two prisoners look up at their captors.

        Maynard stands in front of them, fire extinguisher in one
        hand, shotgun in the other, and Marsellus' .45 sticking in his
        belt.

                                  MAYNARD
                       Nobody kills anybody in my place of
                       business except me or Zed.

        A BUZZER buzzes.

                                  MAYNARD
                       That' Zed.

        Without saying another word, Maynard climbs up the stairs that
        lead to red curtains and goes through them.

        WE HEAR, on the other side of the curtains, Maynard let Zed
        inside the store.

        Butch and Marsellus look around the room.  The basement of the
        pawnshop has been converted into a dungeon.  After taking in
        their predicament, Butch and Marsellus look at each other, all
        traces of hostility gone, replaced by a terror they both share
        at what they've gotten themselves into.

        Maynard and ZED come through the curtains.  Zed is an even
        more intense version of Maynard, if such a thing is possible.
        The two hillbillys are obviously brothers.  Where Maynard is a
        vicious pitbull, Zed is a deadly cobra.  Zed walks in and
        stands in front of the two captives.  He inspects them for a
        long time, then says:

                                  ZED
                            (to Maynard)
                       You said you waited for me?

                                  MAYNARD
                       I did.

                                  ZED
                       Then how come they're all beat up?

                                  MAYNARD
                       They did that to each other.  They
                       was fightin' when they came in.
                       This one was gonna shoot that one.

                                  ZED
                            (to Butch)
                       You were gonna shoot him?

        Butch makes no reply.

                                  ZED
                       Hey, is Grace gonna be okay in
                       front of this place?

                                  MAYNARD
                       Yeah, it ain't Tuesday is it?

                                  ZED
                       No, it's Thursday.

                                  MAYNARD
                       Then she'll be fine.

                                  ZED
                       Bring out The Gimp.

                                  MAYNARD
                       I think The Gimp's asleep.

                                  ZED
                       Well, I guess you'll just wake 'em
                       up then, won't you?

        Maynard opens a trap door in the floor.

                                  MAYNARD
                            (yelling in the hole)
                       Wake up!

        Maynard reaches into the hole and comes back holding onto a
        leash.  He gives it a rough yank and, from below the floor,
        rises THE GIMP.

        The Gimp is a man they keep dressed from head to toe in black
        leather bondage gear.  There are zippers, buckles and studs
        here and there on the body.  On his head is a black leather
        mask with two eye holes and a zipper (closed) for a mouth.
        They keep him in a hole in the floor big enough for a large
        dog.

        Zed takes the chair, sits it in front of the two prisoners,
        then lowers into it.  Maynard hands The Gimp's leash to Zed,
        then backs away.

                                  MAYNARD
                            (to The Gimp)
                       Down!

        The Gimp gets on its knees.

        Maynard hangs back while Zed appraises the two men.

                                  MAYNARD
                       Who's first?

                                  ZED
                       I ain't fer sure yet.

        Then with his little finger, Zed does a silent "Eenie, meany,
        miney, moe..." just his mouth mouthing the words and his
        finger going back and forth between the two.

        Butch are Marsellus are terrified.

        Maynard looks back and forth at the victims.

        The Gimps's eyes go from one to the other inside the mask.

        Zed continues his silent sing-song with his finger moving left
        to right, then it stops.

        TWO SHOT - BUTCH AND MARSELLUS
        after a beat, THE CAMERA MOVES to the right, zeroing in on
        Marsellus.

        Zed stands up.

                                  ZED
                       Wanna do it here?

                                  MAYNARD
                       Naw, drag big boy to Russell's old
                       room.

        Zed grabs Marsellus' chair and DRAGS him into Russell's old
        room.  Russell, no doubt, was some other poor bastard that has
        the misfortune of stumbling into the Mason-Dixie pawnshop.
        Whatever happened to Russell is known only to Maynard and Zed
        because his old room, a back room in the back of the back
        room, is empty.

        As Marsellus is dragged away, he locks eyes with Butch before
        he disappears behind the door of Russell's old room.

                                  MAYNARD
                            (to The Gimp)
                       Up!

        The Gimp rises.  Maynard ties The Gimp's leash to a hook on
        the ceiling.

                                  MAYNARD
                       Keep an eye on this one.

        The Gimp bows its head: "yes."  Maynard disappears into
        Russell's old room.  There must be a stereo in there because
        suddenly The Judds, singing in harmony, fills the air.

        Butch looks at The Gimp.  The Gimp giggles from underneath the
        mask as if this were the funniest moment in the history of
        comedy.

        From behind the door we hear country MUSIC, struggling, and:

                                  MAYNARD (OS)
                       Whoa, this boy's got a bit of fight
                       in 'em!

        We the HEAR Maynard and Zed beat on Marsellus.

                                  ZED (OS)
                       You wanna fight?  You wanna fight?
                       Good, I like to fight!

        Butch pauses, listens to the voices.  Then, in a panic,
        hurriedly struggles to get free.

        The Gimp is laughing wildly.

        The ropes are on too tight and Butch can't break free.

        The Gimp slaps his knee laughing

        In the back room, we hear:

                                  MAYNARD (OS)
                       That's it...that's it boy, you're
                       goin' fine.  Oooooooh, just like
                       that...that's good.
                            (grunting faster)
                       Stay still...stay still goddamn ya!
                       Zed goddammit, git over here and
                       hold 'em!

        Butch stops struggling and lifts up on his arms.  Then, quite
        easily, the padded chair back slides up and off as if it were
        never connected by a bolt.

        The Gimp sees this and its eyes widen.

                                  THE GIMP
                       Huhng?

        The Gimp FLAILS WILDLY, trying to get the leash off the hook.
        He tries to yell, but all that comes out are excited gurgles
        and grunts.

        Butch is out of his chair, quickly dispensing three BOXER'S
        PUNCHES to its face.  The punches knock The Gimp out, making
        him fall to his knees, this HANGING HIMSELF by the leash
        attached to the hook,

        Butch removes the ball gag, then silently makes his way
        through the red curtains.


62.     INT. PAWNSHOP - DAY                                             62.

        Butch sneaks to the door.

        On the counter is a big set of keys with a large Z connected
        to the ring.  Grabbing them, he's about to go out when he
        stops and listens to the hillbilly psychopaths having their
        way with Marsellus.

        Butch decides for the life of him, he can't leave anybody in a
        situation like that.  Se he begins rooting around the pawnshop
        for a weapon to bash those hillbillies' heads in with.

        He picks up a big destructive-looking hammer, then discards
        it:  not destructive enough.  He picks up a chainsaw, thinks
        about it for a moment, then puts it back.  Next, a large
        Louisville slugger he tries on for size.  But then he spots
        what he's been looking for:

        A Samurai sword.

        It hands in its hand-carved wood sheath from a nail on the
        wall, next to a neon "DAD'S OLD-FASHIONED ROOT BEER" sign.
        Butch takes the sword off the wall, removing it from its
        sheath.  It's a magnificent piece of steel.  It seems to
        glisten in the low-wattage light of the pawnshop.  Butch
        touches his thumb to the blade to see if the sword is just for
        show.  Not on your life.  It's as sharp as it gets.  This
        weapon seems made to order for the Brothers Grimm downstairs.
        Holding the sword pointed downward, Takakura Ken-style, he
        disappears through the red curtains to take care of business.


63.     INT. PAWNSHOP BACK ROOM - DAY                                   63.

        Butch quietly sneaks down the stairs leading to the dungeon.
        Sodomy and the Judds can still be heard going string behind
        the closed door that leads to Russell's old room.


64.     INT. RUSSELL'S OLD ROOM - DAY                                   64.

        Butch's hand comes into frame, pushing the door open.  It
        swings open silently, revealing the rapists, who have switched
        positions.  Zed is now bent over Marsellus, who is bent over a
        wooden horse.  Maynard watches.  Both have their backs to
        Butch.

        Maynard faces the CAMERA, grinning, while Butch comes up
        behind him with the sword.

        Miserable, violated, and looking like a rag doll, Marsellus,
        red ball gag still in mouth, opens his watery eyes to see
        Butch coming up behind Maynard.  His eyes widen.

                                  BUTCH
                       Hey hillbilly.

        Maynard turns and sees Butch holding the sword.

        Butch SCREAMS...with one mighty SWING, SLASHES Maynard across
        the front, moving past him, eyes and blade now locked on Zed.

        Maynard stands trembling, his front sliced open, in shock.

        Butch, while never taking his eyes off Zed, THRUSTS the sword
        behind him, SKEWERING Maynard, then EXTRACTS it, pointing the
        blade toward Zed.  Maynard COLLAPSES.

        Zed disengages from Marsellus in a hurry and his eyes go from
        the tip of Butch's sword to Marsellus' .45 Automatic, which
        lies within reach.

        Butch's eyes follow Zed's.

                                  BUTCH
                       You want that gun, Zed?  Pick it
                       up.

        Zed's hand inches toward the weapon.

        Butch GRIPS the sword tighter.

        Zed studies Butch,

        Butch looks hard at Zed.

        Then a VOICE says:

                                  MARSELLUS (OS)
                       Step aside, Butch.

        Butch steps aside, REVEALING Marsellus standing behind him,
        holding Maynard's pump-action shotgun.

        KABOOM!!!!

        Zed is BLASTED in the groin.  Down he goes, SCREAMING in
        AGONY.

        Marsellus, looking down at his whimpering rapist, EJECTS the
        used shotgun shell.

        Butch lowers the sword and hangs back.  Not a word, until:

                                  BUTCH
                       You okay?

                                  MARSELLUS
                       Naw man.  I'm pretty fuckin' far
                       from okay!

        Long pause.

                                  BUTCH
                       What now?

                                  MARSELLUS
                       What now?  Well let me tell you
                       what now.  I'm gonna call a couple
                       pipe-hittin' niggers, who'll go to
                       work on homes here with a pair of
                       pliers and a blow torch.
                            (to Zed)
                       Hear me talkin' hillbilly boy?!  I
                       ain't through with you by a damn
                       sight.  I'm gonna git Medieval on
                       your ass.

                                  BUTCH
                       I meant what now, between me and
                       you?

                                  MARSELLUS
                       Oh, that what now?  Well, let me
                       tell ya what now between me an'
                       you.  There is no me an' you.  Not
                       no more.

                                  BUTCH
                       So we're cool?

                                  MARSELLUS
                       Yeah man, we're cool.  One thing I
                       ask -- two things I ask:  don't
                       tell nobody about this.  This
                       shit's between me and you and the
                       soon-to-be-livin'-the-rest-of-his-
                       short-ass-life-in-agonizing-pain,
                       Mr. Rapist here.  It ain't nobody
                       else's business.  Two: leave town.
                       Tonight.  Right now.  And when
                       you're gone, stay gone.  You've
                       lost your Los Angeles privileges.
                       Deal?

                                  BUTCH
                       Deal.

        The two men shake hands, then hug one another.

                                  MARSELLUS
                       Go on now, get your ass outta here.

        Butch leaves Russell's old room through the red curtains.
        Marsellus walks over to a phone, dialing a number.

                                  MARSELLUS
                            (into the phone)
                       Hello Mr. Wolf, it's Marsellus.
                       Gotta bit of a situation.


65.     EXT. MASON-DIXIE PAWNSHOP - DAY                                 65.

        Butch, still shaking in his boots, exits the pawnshop.  He
        looks ahead and sees, parked in front of the establishment,
        Zed's Big Chrome Chopper with a teardrop gas tank that has the
        name "GRACE" on it.  He climbs aboard, takes out the keys with
        the big Z on them and starts up the huge hog.  It RUMBLES to
        life, making sounds like a rocket fighting for orbit.  Butch
        twists the accelerator handle and SPEEDS off.

        WE CUT BACK AND FORTH BETWEEN...


66.     INT. BUTCH AND FABIAN'S HOTEL ROOM - DAY                        66.

        Fabian stands in front of a mirror wearing a "Frankie says,
        Relax" tee-shirt, singing along with MUSIC coming from a BOOM
        BOX.


67.     EXT. CITY STREET - CHOPPER (MOVING) - DAY                       67.

        Butch drives down the street, humping a hot dog names "GRACE."
        He checks his father's watch.  It says: 10:30.

        The SONG in the motel room PLAYS OVER this.


68.     EXT. MOTEL ROOM - DAY                                           68.

        Butch rides up on Grace.  He hops off and runs inside the
        motel room, while we stay outside with the bike.

                                  FABIAN (OS)
                       Butch, I was so worried!

                                  BUTCH
                       Honey, grab your radio and your
                       purse and let's go!

                                  FABIAN (OS)
                       But what about all our bags?

                                  BUTCH
                       Fuck the bags.  We'll miss our
                       train if we don't split now.

                                  FABIAN (OS)
                       Is everything well?  Are we in
                       danger?

                                  BUTCH
                       We're cool.  In fact, we're super-
                       cool.  But we gots to go.  I'll
                       wait for you outside.

        Butch runs out and hops back on the bike.  Fabian exits the
        motel room with the boom box and a large purse.  When she sees
        Butch on the chopper, she stops dead.

                                  FABIAN
                       Where did you get this motorcycle?

                                  BUTCH
                            (he KICK-STARTS it)
                       It's a chopper, baby, hop on.

        Fabian slowly approaches the two-wheel demon.

                                  FABIAN
                       What happened to my Honda?

                                  BUTCH
                       Sorry baby, I crashed the Honda.

                                  FABIAN
                       You're hurt?

                                  BUTCH
                       I might've broke my nose, no
                       biggie.  Hop on.

        She doesn't move.

        Butch looks at her.

                                  BUTCH
                       Honey, we gotta hit the fuckin'
                       road!

        Fabian starts to cry.

        Butch realizes that this is not the way to get her on the
        bike.  He turns off the engine and reaches out, taking her
        hand.

                                  BUTCH
                       I'm sorry, baby-love.

                                  FABIAN
                            (crying)
                       You were gone so long, I started to
                       think dreadful thoughts.

                                  BUTCH
                       I'm sorry I worried you, sweetie.
                       Everything's fine.  Hey, how was
                       breakfast?

                                  FABIAN
                            (waterworks drying a
                              little)
                       It was good --

                                  BUTCH
                       -- did you get the blueberry
                       pancakes?

                                  FABIAN
                       No, they didn't have blueberry
                       pancakes, I had to get buttermilk
                       -- are you sure you're okay?

                                  BUTCH
                       Baby-love, from the moment I left
                       you, this has been without a doubt
                       the single weirdest day of my
                       entire life.  Climb on an' I'll
                       tell ya about it.

        Fabian does climb on.  Butch STARTS her up.

                                  FABIAN
                       Butch, whose motorcycle is this?

                                  BUTCH
                       It's a chopper.

                                  FABIAN
                       Whose chopper is this?

                                  BUTCH
                       Zed's.

                                  FABIAN
                       Who's Zed?

                                  BUTCH
                       Zed's dead, baby, Zed's dead.

        And with that, the two lovebirds PEEL AWAY on Grace, as the
        SONG on the BOOM BOX RISES.

                                                        FADE TO BLACK



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