...

32.     EXT. FRONT OF MARSELLUS WALLACE'S HOUSE - NIGHT                 32.

        The Malibu pulls up to the front.  Mia gets out without saying
        a word (still in a daze) and begins walking down the walkway
        toward her front door.

                                  VINCENT (OS)
                       Mia!

        She turns around.

        Vincent's out of the car, standing on the walkway, a big
        distance between the two.

                                  VINCENT
                       What are your thoughts on how to
                       handle this?

                                  MIA
                       What's yours?

                                  VINCENT
                       Well I'm of the opinion that
                       Marsellus can live his whole live
                       and never ever hear of this
                       incident.

        Mia smiles.

                                  MIA
                       Don't worry about it.  If Marsellus
                       ever heard of this, I'd be in as
                       much trouble as you.

                                  VINCENT
                       I seriously doubt that.

                                  MIA
                       If you can keep a secret, so can I.

                                  VINCENT
                       Let's shake on it.

        The two walk toward each other, holding out their hands to
        shake and shake they do.

                                  VINCENT
                       Mum's the word.

        Mia lets go of Vincent's hand and silently makes the see-no-
        evil, hear-no-evil, and speak-no-evil sign with her hands.

        Vincent smiles.

                                  VINCENT
                       If you'll excuse me, I gotta go
                       home and have a heart attack.

        Mia giggles.

        Vincent turns to leave.

                                  MIA
                       You still wanna hear my "FOX FORCE
                       FIVE" joke?

        Vincent turns around.

                                  VINCENT
                       Sure, but I think I'm still a
                       little too petrified to laugh.

                                  MIA
                       Uh-huh.  You won't laugh because
                       it's not funny.  But if you still
                       wanna hear it, I'll tell it.

                                  VINCENT
                       I can't wait.

                                  MIA
                       Three tomatoes are walking down the
                       street, a poppa tomato, a momma
                       tomato, and a little baby tomato.
                       The baby tomato is lagging behind
                       the poppa and momma tomato.  The
                       poppa tomato gets mad, goes over to
                       the momma tomato and stamps on
                       him --
                            (STAMPS on the ground)
                       -- and says: catch up.

        They both smile, but neither laugh.

                                  MIA
                       See ya 'round, Vince.

        Mia turns and walks inside her house.

        CU - VINCENT
        after Mia walks inside.  Vincent continues to look at where
        she was.  He brings his hands to his lips and blows her a
        kiss.  Then exits FRAME leaving it empty.  WE HEAR his Malibu
        START UP and DRIVE AWAY.

                                                        FADE TO BLACK

33.     FADE UP:                                                        33.

        ON THE CARTOON "SPEED RACER."
        Speed is giving a detailed description of all the features on
        his race car "The Mac-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.

...

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