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

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

        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 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.

        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.

        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.

        Butch look at him, spaced-out.

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

        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.

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

        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.

        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.

        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.

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

        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.

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

        Butch does.

        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.

        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.

        A BUZZER buzzes.

        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:

        Butch makes no reply.

        Maynard opens a trap door in the floor.

        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.

        The Gimp gets on its knees.

        Maynard hangs back while Zed appraises the two men.

        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 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.

        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:

        We the HEAR Maynard and Zed beat on Marsellus.

        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:

        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 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.

        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.

        Zed's hand inches toward the weapon.

        Butch GRIPS the sword tighter.

        Zed studies Butch,

        Butch looks hard at Zed.

        Then a VOICE says:

        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:

        Long pause.

        The two men shake hands, then hug one another.

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

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.

        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 slowly approaches the two-wheel demon.

        She doesn't move.

        Butch looks at her.

        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.

        Fabian does climb on.  Butch STARTS her up.

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