may i sleep here tonight? no. murdered. we were from nancy. the bosch found us oui. you can run the machines? the machines that show the film? i know, i saw you. teach me. teach me to run the machines, that show the film. it's only you and the negro. i know you could use some help. a week, and a few days. i sleep on rooftops. cold. respectfully, no you can't. oui. shosanna. oui madame. throws the lever on the 2nd projector, switching the film from projector 1# to projector 2#, executing a perfect reel change. as shosanna's theme plays on the soundtrack, we watch viva montage, her go through her daily chores. carry heavy film cans up the stairs, empty the rat traps, ect,ect. a max linder festival. no need, i can manage. merci. merci. she busies herself with the marquee letters. my aunt left it to me. i don't have a choice, but your welcome. oui. "admire", would not be the adjective i would use to describe my feelings towards fraulein refensthal. i'm french. we respect directors in our country. even germans. merci for assistance, private. adieu. she turns to go back inside. i'll finish in the morning. she opens the door to go inside. you wish to see my papers? she hands him her excellently forged papers. that's obviously not what he meant, but he takes them anyway to read her name. merci. are you finished with my papers? he hands them back. oui, madame. out, madame. out, madame. even on the roof i can't smoke a cigarette without hearing madames voice yelling at me. that's why i do it. to hear madames voice again. i know. i'm fine, darling. i'll be to bed soon. marcel goes back inside, shosanna smokes. look fredrick - yes. look, you seem a pleasant enough fellow - your welcome. - regardless, i want you to stop pestering me. i don't wish to be your friend. don't act like a infant. you know why. not to me. if you are so desperate for a french girlfriend, i suggest you try vichy? just then two other german soldiers come over, obviously very impressed with fredrick. they make a fuss over him in unsubtitled german, which nether shosanna, or the non german speaking members of the movies audience, can understand. he signs autographs for them, shakes their hands, and they go on their way. shosanna's eyes narrow. who are you? your not just a german soldier, are you somebodies son? yeah, but your not just somebody. what are you, hitlers nephew? he leans in across the table, she leans in too, and he says; really? then what is it? what are you, a german movie star? , what does that mean, "not exactly". i asked if you were a movie star, the answer to that question, is yes or no. fredrick laughs at that line. you were raised by helga? and your mother and father? is your cinema still operatiing? what's it called? how has it done durring the war? no doubt, you don't have to operate under a curfew. , not since before the war. of course, but that's not likely to happen. two more german soldiers and their two french dates approach the table. they ask for fredricks autograph, he signs it for them. one of the french girls says in french, how exciting it is to meet a real live german war hero. shosanna hears it. they leave. so that's it, she thinks. so your a war hero? why didn't you tell me? what did you do? he takes a sip of beer. wow. what's a bird's nest? how many russian's did you kill? maybe they'll make a film about your exploits. "nation's pride" is about you? "nation's pride" is starring you? not so comical. so what are you doing in paris, enjoying a rest? well, good luck with your premier private. i hope all goes well for joseph and yourself. au revoir. and with that, she disappears. leaving the perplexed private alone. oui? telling his driver in german to ask her in french; i don't understand, what have i done? then i demand to know what this is about, and where do you propose to take me? the driver begins to translate, when the gestapo major holds up his hand, telling him not to bother. the major looks at the young french girl and tells her in german; invitation? bon jour. three hundred and fifty. my cinema , on german night, tends to show older german classics. francesca interprets. i draw a older german audience in my cinema, that appreciate the nostalgia of the earlier time. francesca interprets. no. oui. the cinema originally belonged to my aunt and uncle - col landa removes alittle black book from his pocket. jean-pierre and ada mimieux. he records the names in his little book. my uncle was killed during blitzkrieg. aunt ada passed away from fever last spring.' yes, he's a frenchman. his name is marcel. he worked with my aunt and uncle since they opened the cinema. he's the only other one who works with me. projectionist. the best. of course i can. oui. col landa takes another bite of strudel, shosanna follows suit. private zollers feelings for me aren't of a romantic nature. colonel, his feelings are not romantic. i remind him of his sister. i remind him of his sister who raised him. no thank you. yes. watches all this from a opera box, she shakes her head in disbelief. it looks like we're suppose to have a nazi premier. well, i need to speak with you about that. about these hun swine, commandeering our cinema. well, when i was watching the bosch (said in filling the cinema with nazi's and their whores, and burning it down to the ground. no, we're talking about that, right now. if we can keep this place from burning down by ourselves, we can burn it down by ourselves. no, marcel, just for sake of argument, if we wanted to burn down the cinema, for any number of reasons, you and i could physically accomplish that, no? and with madame mimieux's 350 nitrate film print collection, we wouldn't even need explosives, would we? oui, that's exactly what i mean. she begins kissing his hands. because marcel, my sweet, we're going to make a film. just for the nazi's. what is a sync mark? how do we do that? ready. do you know one person who can do both things? in a wolf fight, you ether eat the wolf, or the wolf eats you. if we're going to obliterate the nazi's, we have to use their tactics. we find somebody who can develop and process a35mm print. and we make them do it, or we kill them. once we tell them what we want to do, if they refuse, we have to kill them anyway, or they'll turn us in. like that. snaps her fingers. bring that fucker over here! put his head down on that table. marcel, holds his arm behind him, as he forces his head flat against the table top. shosanna brings a hatchet down deep into the table, just by his face. you ether do what the fuck we tell you to, or i'll bury this axe in your collaborating skull. then prove it! or does your manhood go no deeper, then standing to piss? marcel, does his wife, and children know you? then after we kill this dog for germans, we'll go and silence them. she lifts up the hatchet, raises it high. prepare to die, collaborator fucker! shut up fool. marcel lifts up the veil covering her face, and their lips meet. cheeky black bugger. i have to go down and socialize with these hun pigs. let's go over it again? okay, the big sniper battle in the film begins around the middle of the third reel. our film, comes on in the forth reel, so somewhere towards the end of the third reel, go down and lock the doors of the auditorium. then take your place behind the screen, and wait for my cue, when i give it to you, burn it down! bon jour. prego. what are you doing here? can't you see how busy i am? fredrick it's not funny, you can't be here. this is your premiere, you need to be out there with them. as fredrick prepares to tell his little tale, with all the charm at his command, shosanna listens, knowing the third reel is just about over, and her big reel change is coming up. fredrick, i am sorry, but - i have to get prepared for the reel change. no. i said, no. are you so use to the nazi's kissing your ass, you've forgotten what the word,ã°ã°no" means? no fredrick, you can't come in here, now go away! no subtitles for fredrick needed this time, he gets it. he does a one-armed pile drive push on the door, knocking both it open, and shosanna back into the room. fredrick, a different cat then we've seen up till now, enters the booth, closing the door behind him, and locking it. the quite startled shosanna, says to fredrick; fredrick, you hurt me. hits the dusty ground hard, not in slow motion.