FANDOM


Pinhead is a fictional character from the Hellraiser series, played by Doug Bradley, Stephen Smith Collins, and Paul T. Taylor, His name is derived from a sobriquet given to him by the crew of the first Hellraiser film. Nearly thirty years later, Clive Barker gave him the proper designation Hell Priest in his sequel to The Hellbound Heart, The Scarlet Gospels.

Pinhead is one of the leaders of the Cenobites, formerly humans but transformed into creatures which reside in an extradimensional realm, who travel to Earth through a puzzle box called the Lament Configuration in order to harvest human souls. His origins and the nature of the Cenobites vary depending upon the medium: while the character began as an amoral entity blindly devoted to the practice of experimental sadomasochism, later depictions have portrayed him as explicitly evil and even demonic in origin. The character's appearance in 1987's Hellraiser marked a significant departure from the standard 1980s depiction of horror movie villains, who tended to either be completely mute, or provide glib commentary while killing their victims. Rather, Pinhead was depicted as quiet yet articulate and intelligent, drawing influence from classical cinematic depictions of Count Dracula

Appearances

Pinhead was born Elliott Spencer and opened the Lament Configuration after becoming disenchanted with human life from his service in World War I. Like the other Cenobites, he lost all memory of his human identity following the transformation and serves the deity Leviathan by abducting others who solve the Lament Configuration and torture them in a labyrinth realm called Hell.

In Hellraiser (1987), Kirsty Cotton unintentionally summons Pinhead and the Cenobites, but is spared on condition that she lead the Cenobites to her uncle, Frank Cotton, who had escaped them. After reclaiming Frank, the Cenobites turn on Kirsty, who manages to banish them back to their realm.

In Hellbound: Hellraiser II: (1988), Pinhead regains memories of his original self when Kirsty show him a photograph of Spencer. Pinhead briefly leads his fellow Cenobites in a battle with the newly created Channard cenobite, but is seemingly killed after being reverted to his human form.

Cenobite

In Hellraiser III: Hell on Earth (1992), it is learned that Spencer's reversion to his human form caused the negative attributes of himself to manifest into an independent entity, which takes the form of Pinhead. Without human influence, Pinhead is unbound by the laws of the Cenobite Hell as he manifests on Earth after being trapped in the form of an intricately carved pillar with writhing figures and distorted faces etched into the surface. Using the nightclub owner J.P. Monroe, Pinhead feeds on enough humans to gain his freedom as he engages in an indiscriminate killing spree on Earth, transforming some of his victims into a Cenobite army. Spencer manages to escape Limbo and stops Pinhead by re-merging with him before the restored entity is banished back to the Cenobites' reality.

Tumblr nxcxy4gdmB1uxi92fo1 500

In Hellraiser: Bloodline (1996) Pinhead allies himself with the demon princess Angelique, in order to force John Merchant (a descendant of the inventor who built the Lament Configuration) to create an unsealable gateway to Hell. The future segments of the film reveal that Pinhead is finally destroyed in the year 2127 by Dr. Paul Merchant, another descendant, who uses a space station to complete the "Elysium Configuration", capable of closing Hell's gateway for good. Pinhead and other Cenobites are trapped inside it and are destroyed along with the box.

17571d7d4ffd5e5b9e0d9ec0e6a2b370

In Hellraiser: Inferno (2000) Pinhead appears primarily under the guise of police psychiatrist Doctor Paul Gregory, assuming his true form near the end to inform protagonist Detective Joseph Thorne that he has been in Hell for the duration of the film, and is being punished for his corruption and various misdeeds in life.

4288 1

In Hellraiser: Hellseeker (2002) Pinhead serves a role similar to the one he fulfilled in Inferno. Kirsty is now married to Trevor, a corrupt insurance agent who plots to have her killed in a murder-for-money scheme, using Lemarchand's box to "cleanly" kill Kirsty without the evidence pointing to himself, his mistress, or his conspirators. Pinhead appears at the end of the film to inform Trevor, who had amnesia throughout the film, that he has actually been dead and trapped by the Cenobites for some time; Pinhead had appeared to Kirsty, pleased at the prospect of a "reunion," but Kirsty ultimately struck a deal with him: she would be left alone in exchange for killing Trevor and his conspirators, thus giving the Cenobites the victims' souls.

Hqdefault-0

In Hellraiser: Deader (2005) Pinhead appears several times to reporter Amy Klein after she tinkers with the box, a central relic of a cult she is investigating. After Amy is captured by the group's leader, Winter, she learns he is a descendant of puzzle creator Phillip Lemarchand, and believes that it is his birthright to control the box and, thereby, the Cenobites. However, neither he nor any of his followers have been able to open it. Amy successfully opens the box, but rather than submit to Winter, Pinhead instead kills him and his followers for attempting to control it. Subject to being taken to the Cenobite realm for having opened the box, Amy instead chooses to commit suicide.

Pinhead appears as a fictional character in Hellraiser: Hellworld (2005). In this film the box and the Cenobites have become the basis for a successful MMORPG called Hellworld. Although the Pinhead seems to attack the guests at a Hellraiser-themed party, he is revealed to be the hallucination of five guests who have been drugged and buried alive by the party's host, who blames them for not preventing his Hellworld-addicted son's suicide. In the film's climax, the host discovers that the Hellraiser mythos is based on fact, and that his son had come into possession of a real Lemarchand box. Opening it causes the real Pinhead to appear, praising the boy's ingenuity before ordering a pair of Cenobites to kill the host.

In Hellraiser: Revelations (2011), Pinhead is physically portrayed by Stephan Smith Collins, with Fred Tatasciore providing the voice.

Hellraiser: Judgment: (2018) Pinhead teams up with the Stygian Inquisition because of boredom, later, an angle named Jophiel>tells him to set Sean Carter free despite him being the serial killer, Pinhead sets him free, only for Sean to be killed by Christine Egerton, Jophiel gets annoyed with Pinhead, but then, Pinhead kills the angle, after wards, The Auditor tells Pinhead that wasn't a good idea, and God turns Pinhead human again as a punishment.

Pinhead-hellraiser-judgement-990290-1280x0.png

Origins

Elliotspencer

The character's past, which is alluded to in Hellbound, is expanded upon in Hell on Earth. It is revealed that Pinhead originated as Elliott Spencer, a captain in the British Expeditionary Force suffering from PTSD and survivor guilt. Spencer participated in the Battle of Passchendaele, after which he lost faith in humanity and God. He wandered Earth indulging in a hedonistic lifestyle to bury his trauma, turning to the baser methods of gratification and pleasure until finding the Lament Configuration in British India in 1921.

Personality

According to Clive Barker, as the writing of the Hellraiser script took place during the height of the A Nightmare on Elm Street, Friday the 13th and Halloween film series, his intended portrayal of Pinhead as an articulate and intelligent character was initially not well received by the producers: some suggested that Pinhead should act more like Freddy Krueger and crack jokes, while others suggested that he be a silent character like Jason Voorhees and Michael Myers. Barker insisted that Pinhead's personality be more evocative of Christopher Lee's portrayal of Count Dracula: "Part of the chill of Dracula surely lies in the fact that he is very clearly and articulately aware of what he is doing – you feel that this is a penetrating intelligence – and I don’t find dumb things terribly scary – I find intelligence scary, particularly twisted intelligence; it’s one of the reasons why Hannibal Lecter is scary, isn’t it? It’s because you always feel that he’s going to be three jumps ahead of you."

Hellraiser-III-Hell-on-Earth-Doug-Bradley-Clive-Barker-Pinhead

Though described by Pinhead's human half in Hellraiser III: Hell on Earth as being "very persuasive and very inventive", Pinhead prefers using coercive methods in order to obtain his goals, a fact which brings him into conflict with his ally, the demon Princess Angelique. Pinhead can be reasoned and bargained with. In both Hellraiser and Hellraiser: Hellseeker, Kirsty Cotton bargains with Pinhead to offer him more "souls" in exchange for her own (in particular, her human adversaries), thus resulting in her life being spared. In Hellraiser: Revelations, Pinhead is prepared to take Emma to the cenobite realm for having opened the box before other characters explain that she was forced to open it at gunpoint by her boyfriend; Pinhead agrees to let Emma go and take Nico instead. In his demonic incarnations, Pinhead is irreverent toward Christianity: in the third film, club owner J.P. Monroe exclaims "Jesus Christ," to which Pinhead mockingly replies, "Not quite.", and later on mockingly imitates the stigmata in a church,/sup> and states in the fourth "Do I look like someone who cares what God thinks?" In Clive Barker's Hellraiser comics published by BOOM! in 2011, Pinhead has reached a crisis point in his existence and now yearns for spiritual salvation and the opportunity to reach Heaven, and puts into motion a plan to destroy his fellow cenobites as a means of atonement.

Pinhead Hellraiser III Hell on Earth

Paul T. Taylor, who portrays Pinhead in Hellraiser: Judgment, described the character as "twisted and intelligent". Finding Pinhead's mannerisms and demeanor to be unique among horror icons, Taylor tried to capture that in his performance: "It's about the stillness. He's already so terrifying that when he makes a move, it means something. He's very economical and when he speaks, he's so eloquent." Taylor also incorporated the uncomfortable make-up and costume into his presentation of the sadomasochist, stating "Pinhead’s always in agony so he likes it. I feel like I was in character the whole time, and I don’t mean that in some sort of artistic, lofty way. I mean I maintained the demeanor the whole time because I had to."

Powers, weaknesses and limitations

Described by Doug Bradley as stronger than Jason Voorhees and Michael Myers, Pinhead is an extremely powerful being, and as such, has several supernatural abilities. His preferred method of attack is by summoning hooks and chains to mutilate victims, often pulling said victims in several directions to tear them apart. These chains are subject to his total mental control and he may direct them at will. The chains may even change shape after having attached to a victim. Pinhead is highly resistant to damage and direct assault, being able to resist both gunshots[ and futuristic energy weapons. His magic is also used for creating objects out of thin air, teleporting, creating explosions at distances and deceiving opponents with illusions. He is capable of creating other cenobites from both living and dead victims.

Hellraiser Kill Count

Hellraiser Kill Count

In order to act in the physical world, Pinhead needs to have been purposely summoned through the Lament Configuration, though this in itself is not usually enough for Pinhead to target the puzzle-solver: in Hellbound: Hellraiser II, Pinhead stops the Cenobites from torturing an emotionally traumatised girl who was manipulated as a proxy into opening the Configuration, remarking "...it is not hands that call us, it is desire." In Hell on Earth, he finds a way to temporarily eliminate these restraints and wreaks havoc indiscriminately upon every human subject he encounters until he is finally defeated. During this incident his powers were apparently expanded beyond their normal limits allowing him to physically warp reality to his will. Pinhead at first has no memory of his human past, though is reminded of it in Hellbound: Hellraiser II, which results in what screenwriter Peter Atkins described as him being "spiritually weakened" and subsequently killed by the Chanard Cenobite

Entourage

Pinhead is shown in all his appearances to be accompanied by other denizens of Hell. Although originally portrayed as a subordinate of "The Engineer" in The Hellbound Heart, his film incarnations show him as the leader of secondary cenobite characters. The most consistent members of his entourage are a trio of Cenobites named Butterball, The Female, and Chatterer. All three appear in The Hellbound Heart, the first two Hellraiser films, and the BOOM! comic series, with The Female and Butterball making appearances in The Scarlet Gospels and Chatterer appearing in all but two of the Hellraiser sequels. In Hellraiser III: Hell on Earth and Hellraiser: Bloodline Pinhead creates cenobites from his victims, giving them characteristics evocative of their past lives or professions. Later films in the series depict Pinhead accompanied by new Cenobites of unknown origin. Though he usually dominates other demons present in the films, in Hellraiser: Bloodline, he encounters Angelique, whom he grudgingly treats as an equal:

 
Though initially reverent toward her, Pinhead is disillusioned when his methods in achieving his goals through coercion come at odds with Angelique's more seductive techniques.

In Other Media

  • Pinhead appears in the Robot Chicken episodes "That Hurts Me", "Slaughterhouse on the Prairie", and "Tubba-Bubba's Now Hubba-Hubba". In "That Hurts Me", Pinhead (voiced by Scott Adsit) appears as a housemate of "Horror Movie Big Brother", alongside fellow horror movie killers Jason Voorhees, Ghostface, Freddy Krueger, Michael Myers, and Leatherface. In "Slaughterhouse on the Prairie", Pinhead (voiced by Seth Green) visits his barber and tells him to surprise him with a new style. The barber hammers in the pins. In "Tubba-Bubba's Now Hubba-Hubba", Pinhead and the Cenobites appear in a sketch that spoofs the Girls Gone Wild franchise.
  • Pinhead appears in The Simpsons episodes "Treehouse of Horror V" and "Stop, or My Dog Will Shoot!".
  • Pinhead appears in the South Park episodes Imaginationland Episode II and Imaginationland Episode III. He is seen among the evil Imaginationland characters.
  • Pinhead appears in the Family Guy episode "Meet the Quagmires".
  • Doug Bradley appeared as Pinhead in the Motorhead music video for the song Hellraiser, a number of segments during MTV's 1996 Spring Break programming, and the television talk shows The Arsenio Hall Show and The Jay Leno Show.
    Hellmotor1a
  • 'Wizard magazine rated Pinhead the 9th greatest film villain.
  • In the 2010 issue of SFX Horror Magazine, on it's Top 20 Horror Villains list, Pinhead was ranked #2, with #1 being Freddy Krueger
  • A Dutch anti-smoking campaign in the 1990s parodied the image of Pinhead.
  • Pinhead is a playable character in Terrordrome: Rise of the Boogeymen.
  • Pinhead appears in The Nightmare Ends on Halloween.

Pinhead's Quotes

Pinhead Greatest Quotes

Pinhead Greatest Quotes

Hellraiser III: Hell on Earth (1992)

The Priest: You'll burn in hell for this!
Pinhead: Burn? Oh, such a limited imagination!

Pinhead: Unbearable, isn't it? The suffering of strangers, the agony of friends. There is a secret song at the center of the world, Joey, and its sound is like razors through flesh.
Joey: I don't believe you.
Pinhead: Oh come, you can hear its faint echo right now. I'm here to turn up the volume. To press the stinking face of humanity into the dark blood of its own secret heart.

Pinhead: Human dreams... such fertile ground for the seeds of torment. You're so ripe Joey, and it's harvest time.
Joey: [crying] But this isn't fair! You can't!
Pinhead: Save your tears. I'll reap your sorrow slowly. I have centuries to discover the things that make you whimper.
Joey: You bastard! You invaded my mind!
Pinhead: You think your nighttime world is closed to me? Your mind is so naked. A book that yearns to be read. A door that begs to be opened.

Pinhead: Just give me the box and I'll free you from the future.
Joey: Free yourself from the past.
Pinhead: [shouting] Don't debate with me, girl! Just come here and die while you still have the option of doing it quickly!

J.P. Monroe: Jesus Christ!
Pinhead: Not quite.

Pinhead: Down the dark decades of your pain, this will seem like a memory of Heaven.

Pinhead: This is my body, This is my blood, Happy are they who come to my supper.

Pinhead: I am offering you a place at my right hand - flesh, power, dominion.

Pinhead: [mocking the Crucifixion of Christ] I am the way!

Pinhead: Thou shall not bow down before any graven image.

Pinhead: There is no good, Monroe. There is no evil. There is only flesh.

Pinhead: Now, can we talk sensibly?

Pinhead: If you have a quality, be proud of it. Let it define you, whatever it is.

Pinhead: By helping me you will help yourself.

Pinhead: Hell has no furies for a woman scorned.

Pinhead: Complete the pattern, solve the puzzle, turn the key.

Pinhead: [laughs maniacally and evil] Why resist? You love this as much as I. After all, you made me. There is a world out there, waiting to yield to us. So much flesh, so many different pleasures.

Pinhead: [after exploding through the door of J.P.'s upstairs room and descending the stairs to meet the bar's unsuspecting patrons] Shall we begin?

Pinhead: [to Joey] I will enjoy making you bleed. And I will enjoy making you enjoy it.

Hellraiser: Bloodline (1996)

John Merchant: For God's sake!
Pinhead: Do I look like someone who cares what God thinks?

Pinhead: Temptation is illusion. But the time for trickery is past. In this game, we show ourselves as we really are.
Angelique: And what is that?
Pinhead: The beauty of suffering.
Angelique: You are no different from that beast who sucks the bones you throw to it!
Pinhead: [as he hooks into her flesh] And you, Princess? What are you?

Security Guard 1: Don't make us put some pain on you!
Pinhead: Pain? How dare you use that word?
Security Guard 2: He's got... pins in his head.
Pinhead: What you think of as pain is a shadow. Pain has a face. Allow me to show it to you. Gentlemen, I... Am... Pain

[last lines]
Dr. Paul Merchant: Welcome to Oblivion!
Pinhead: Amen.

[Parker is surveying the scrap of the robot used to open the Lament Configuration]
Parker: What the hell is this?
Pinhead: The remnants of a most unsatisfying victim. Still... you're here to change all that... aren't you?

Pinhead: Young... unformed... oh, what appetites I could teach him.
Bobbi Merchant: Just give him to me, please!
Pinhead: Aha ha, oh, you suffer beautifully. But I am here for business, not pleasure.
Bobbi Merchant: Just tell me what you want!
Pinhead: Oh, I want bait... live bait...

Pinhead: [to Angelique] A lesson, Princess: Work with me or for me...

Pinhead: Two minutes. Two centuries. It all ticks by so quickly. You are so very like your ancestor, did you know that? I have the distinct sense of déjà vu. The same defiance, the same faithless hope in the light.
Dr. Paul Merchant: And what do you have faith in?
Pinhead: Nothing. I am SO exquisitely empty.

Pinhead: [to Paul while looking at the Earth] Glorious, is it not? The creatures who walk its surface, always looking to the light, never seeing the untold oceans of darkness beyond. There are more humans alive today than in all of its pitiful history. The Garden of Eden. A garden of flesh.

Angelique: Things seem to have changed.
Pinhead: Hell is more ordered since your time, princess, and much less amusing.

Hellraiser: Hellseeker (2002) (V)

Pinhead: Welcome to the worst nightmare of all... reality!

Pinhead: All problems solved? Not so simple, I'm afraid.

[as he sticks Trevor in the back of the neck with a pin]
Pinhead: Which do you find more exhilarating, Trevor, pain or pleasure? Personally, I prefer pain.

Pinhead: [as the Seller of the box] Wherever there is hate, violence, depravity... a door will always be found.

Hellraiser (1987)

Lead Cenobite: We have such sights to show you!

Lead Cenobite: This isn't for your eyes!

Lead Cenobite: The box... you opened it, we came.
Kirsty Cotton: It's just a puzzle box!
Lead Cenobite: Oh no, it is a means to summon us.
Kirsty Cotton: Who are you?
Lead Cenobite: Explorers... in the further regions of experience. Demons to some, angels to others.
Kirsty Cotton: It was a mistake! I didn't... I didn't mean to open it! It was a mistake! You can... GO TO HELL!
Female Cenobite: We can't. Not alone.
Lead Cenobite: You solved the box, we came. Now you must come with us, taste our pleasures.
Kirsty Cotton: Please! Go away and leave me alone!
Lead Cenobite: Oh, no tears please. It's a waste of good suffering!
Kirsty Cotton: Wait! Wait! Please, please wait!
Lead Cenobite: No time for argument.
Kirsty Cotton: You've done this before, right?
Lead Cenobite: Many, many times.
Kirsty Cotton: To... to a man called Frank Cotton?
Female Cenobite: Oh, yes.
Kirsty Cotton: He escaped you!
Lead Cenobite: Nobody escapes us!
Kirsty Cotton: He did! I've seen him, I've seen him! He's alive!
Lead Cenobite: Supposing he had escaped us, what has that to do with you?
Kirsty Cotton: I... I can... I can lead you to him and you... you can take him back instead of me!
Female Cenobite: Perhaps we prefer YOU!
Lead Cenobite: I want to hear him confess, himself. Then maybe... maybe...
Female Cenobite: But if you cheat us...
Lead Cenobite: We'll tear your soul apart!

Lead Cenobite: [as Kirsty is about to use the box to send the cenobites back to hell] No! Don't! Do that!

Hellraiser: Deader (2005) (V)

Pinhead: You opened the box and your soul belongs to me.

Winter: You can't hurt me.
Pinhead: You're not the first to say that... and you won't be the last!

Pinhead: Dreams are fleeting. Only nightmares last forever!

Pinhead: Don't you think for a second you are not in danger!

Hellraiser: Inferno (2000) (V)

Pinhead: Welcome... to Hell.

Pinhead: It's all a puzzle, isn't it, Joseph? Like a game of chess, perhaps. The pieces move, apparently aimlessly, but always towards one single objective: to kill the king. But who is the king in this game, Joseph? That is the question you must ask yourself.

[being forced to question his morals]
Joseph: I don't understand.
Pinhead: Ah, the eternal refrain of humanity. Pleading ignorance, begging for mercy. "Please, help me. I don't understand."

Pinhead: Your flesh is killing your spirit.

Hellbound: Hellraiser II (1988)

Pinhead: Your suffering will be legendary, even in hell!

Pinhead: Ah, no more boxes, Kirsty?
Female Cenobite: No more teasing, Kirsty, it's time to play.
Pinhead: Time to play...
Kirsty Cotton: Wait!
Pinhead: No more deals child, it is your flesh we want to experience, not your skill at bargaining.
Kirsty Cotton: No deals, just information, just information!
Pinhead: Go on... but trick us again child, and your suffering will be legendary even in Hell!
Pinhead: [Kirsty hands Pinhead picture of Capt. Spencer] What's this?...
[looks at picture]
Pinhead: Someone else you think escaped us, like Frank?
Kirsty Cotton: He didn't escape, he's you!
Pinhead: [pauses] Nonsense, I...
Kirsty Cotton: It is you! You weren't always this way, you were human once. You were all human! Remember your fear, your confusion!
Female Cenobite: Enough!
Pinhead: [to Female] Wait!... I remember...

Pinhead: Ah, Kirsty. We thought we lost you.
Female Cenobite: So sweet of you to come back.
Pinhead: How can it send us back, child? We're already here... and so are you!
[Pinhead transforms the box into the Leviathan Configuration]
Kirsty Cotton: I didn't open the box!
Female Cenobite: "Didn't open the box." And what was it last time, "Didn't know what the box was?" And yet, we do keep finding each other, don't we?
Pinhead: Oh, Kirsty. So eager to play, so reluctant to admit it.
Female Cenobite: Perhaps you're teasing us. Are you teasing us?
Kirsty Cotton: I've come for my father!
[the Cenobites laugh at that]
Pinhead: But he is in his own Hell, child, and quite unreachable.
Kirsty Cotton: I don't believe you!
Pinhead: But it's true. He is in his own Hell, just as you are in yours.
Kirsty Cotton: And what about you?
Pinhead: We have no more surprises.
Female Cenobite: We've always been here.
Pinhead: But please, feel free, explore. We have eternity to know your flesh.

Pinhead: It is not hands that summon us. It is desire.

Hellraiser: Revelations (2011)

Pinhead: You have a darkness that rivals my own, Nico. It will be a very special pleasure to rip you apart.
Nico Bradley: Hang on, hang on. She opened the box! The girl!
[Pseudo appears]
Nico Bradley: Steven? Steven, is that you?
Sarah Craven: Steven?
Pinhead: Human names, human memories. They have no place, no meaning in our existence.

Dr. Ross Craven: [after shooting Nico] No one gets to kill you but me, you little fuck.
Nico Bradley: Thank you.
Pinhead: Fool. We had all we desired. Our appetite was sated. And the eternity of suffering he would've experienced at our hands, would've been more vengeance for you then you can possibly imagine. But your actions have denied us. Denied us that exquisite joy. Now there is a deficit of flesh. Debt is outstanding. And we seek payment.
Dr. Ross Craven: No. No, please take me.
Pinhead: No. What few moments that you have remaining will be spent in agony that the indulgence of your own foolish vanity has cursed your wife to unparalleled terrors at the hands of others.

Pinhead: Unless you want to taste her blood, feel her freshly razored flesh against your own, you'll sit in silence. We have no desire for you.

Hellraiser: Hellworld (2005) (V)

Pinhead: You still don't understand, do you? There is no way out for you, Chelsea. Oh, what wonders we have to show you.

[the Host opens the Lament Configuration and faces Pinhead, Bound, and Chatterer]
Pinhead: Welcome. Welcome to Hell.
The Host: [chuckling] This is not happening.
Pinhead: Seeing is believing. I should have come for you a long time ago.
The Host: Hellworld. There's no Hellworld. It doesn't exist.
Pinhead: Your son was quite the prodigy. He opened the gateway to Hell. But you never believed yourself, did you?

Pinhead: How's that for a wake-up call?

Hellraiser: Judgment

Pinhead: Evil Seeks Evil.

Gallery

Community content is available under CC-BY-SA unless otherwise noted.