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GOOD WILL HUNTING

                                   "GOOD WILL HUNTING"

                                            by

                                 Matt Damon & Ben Affleck

                

               FADE IN:

               EXT. SOUTH BOSTON ST. PATRICK'S DAY PARADE -- DAY

                                                                    CUT TO:

               INT. L STREET BAR & GRILLE, SOUTH BOSTON -- EVENING

               The bar is dirty, more than a little run down. If there is 
               ever a cook on duty, he's not here now. As we pan across 
               several empty tables, we can almost smell the odor of last 
               nights beer and crushed pretzels on the floor.

                                     CHUCKIE
                         Oh my God, I got the most fucked up 
                         thing I been meanin' to tell you.

               As the camera rises, we find FOUR YOUNG MEN seated around a 
               table near the back of the bar.

                                     ALL
                         Oh Jesus. Here we go.

               The guy holding court is CHUCKIE SULLIVAN, 20, and the largest 
               of the bunch. He is loud, boisterous, a born entertainer. 
               Next to him is WILL HUNTING, 20, handsome and confident, a 
               softspoken leader. On Will's right sits BILLY MCBRIDE, 22, 
               heavy, quiet, someone you definitely wouldn't want to tangle 
               with.

               Finally there is MORGAN O'MALLY, 19, smaller than the other 
               guys. Wiry and anxious, Morgan listens to Chuckie's horror 
               stories with eager disgust.

               All four boys speak with thick Boston accents. This is a 
               rough, working class Irish neighborhood and these boys are 
               its product.

                                     CHUCKIE
                         You guys know my cousin Mikey 
                         Sullivan?

                                     ALL
                         Yeah.

                                     CHUCKIE
                         Well you know how he loves animals 
                         right?  Anyway, last week he's drivin' 
                         home...
                              (laughs)

                                     ALL
                         What? Come on!

                                     CHUCKIE
                              (trying not to laugh)
                         I'm sorry, 'cause you know Mikey, 
                         the fuckin guy loves animals, and 
                         this is the last person you'd want 
                         this to happen to.

                                     WILL
                         Chuckie, what the fuck happened?

                                     CHUCKIE
                         Okay. He's driving along and this 
                         fuckin' cat jumps in front of his 
                         car, and so he hits this cat--

               Chuckie is really laughing now.

                                     MORGAN
                         --That isn't funny--

                                     CHUCKIE
                         --and he's like "shit! Motherfucker!"
                         And he looks in his rearview and 
                         sees this cat -- I'm sorry--

                                     BILLY
                         Fuckin' Chuckie!

                                     CHUCKIE
                         So he sees this cat tryin to make it 
                         across the street and it's not lookin' 
                         so good.

                                     WILL
                         It's walkin' pretty slow at this 
                         point.

                                     MORGAN
                         You guys are fuckin' sick.

                                     CHUCKIE
                         So Mikey's like "Fuck, I gotta put 
                         this thing out of its misery"--So he 
                         gets a hammer--

                                     WILL/MORGAN/BILLY
                         OH!

                                     CHUCKIE
                         out of his tool box, and starts 
                         chasin' the cat and starts whackin' 
                         it with the hammer. You know, tryin' 
                         to put the thing out of its misery.

                                     MORGAN
                         Jesus.

                                     CHUCKIE
                         And all the time he's apologizin' to 
                         the cat, goin' "I'm sorry." BANG, 
                         "I'm sorry." BANG!

                                     BILLY
                         Like it can understand.

                                     CHUCKIE
                         And this Samoan guy comes runnin' 
                         out of his house and he's like "What 
                         the fuck are you doing to my cat?!" 
                         Mikey's like "I'm sorry" --BANG--" I 
                         hit your cat with my truck, and I'm 
                         just trying to put it out of it's 
                         misery" -- BANG! And the cat dies. 
                         So Mikey's like "Why don't you come 
                         look at the front of the truck."
                         'Cause the other guy's all fuckin 
                         flipped out about--

                                     WILL
                         Watching his cat get brained.

               Morgan gives Will a look, but Will only smiles.

                                     CHUCKIE
                         Yeah, so he's like "Check the front 
                         of my truck, I can prove I hit it 
                         'cause there's probably some blood 
                         or something"--

                                     WILL
                         --or a tail--

                                     MORGAN
                         WILL!

                                     CHUCKIE
                         And so they go around to the front 
                         of his truck... and there's another 
                         cat on the grille.

                                     WILL/MORGAN/BILLY
                         No! Ugh!

                                     CHUCKIE
                         Is that unbelievable? He brained an 
                         innocent cat!

                                                                  BLACKOUT:

               The opening credits roll over a series of shots of the city 
               and the real people who live and work there, going about 
               their daily lives.

               We see a panoramic view of South Boston.

               Will sits in his apartment, walls completely bare. A bed, a 
               small night table and an empty basket adorn the room. A stack 
               of twenty or so LIBRARY BOOKS sit by his bed. He is flipping 
               through a book at about a page a second.

               Chuckie stands on the porch to Will's house. His Cadillac 
               idles by the curb. Will comes out and they get in the car.

               We travel across crowded public housing and onto downtown.

               Finally, we gaze across the river and onto the great 
               cementdomed buildings that make up the M.I.T. campus.

                                                                    CUT TO:

               INT. M.I.T. CLASSROOM -- DAY

               The classroom is packed with graduate students and TOM.

               PROFESSOR LAMBEAU (52) is at the lectern. The chalkboard 
               behind him is covered with theorems.

                                     LAMBEAU
                         Please finish McKinley by next month.

               Many of you probably had this as undergraduates in real 
               analysis. It won't hurt to brush up. I am also putting an 
               advanced fourier system on the main hallway chalkboard--

               Everyone groans.

                                     LAMBEAU
                         I'm hoping that one of you might 
                         prove it by the end of the semester. 
                         The first person to do so will not 
                         only be in my good graces, but go on 
                         to fame and fortune by having their 
                         accomplishment recorded and their 
                         name printed in the auspicious "M.I.T. 
                         Tech."

               Prof. Lambeau holds up a thin publication entitled "M.I.T.  
               Tech." Everyone laughs.

                                     LAMBEAU
                         Former winners include Nobel 
                         Laureates, world renowned astro-
                         physicists, Field's Medal winners 
                         and lowly M.I.T.  professors.

               More laughs.

                                     LAMBEAU
                         Okay. That is all.

               A smattering of applause. Students pack their bags.

                                                                    CUT TO:

               INT. FUNLAND – LATER

               The place is a monster indoor funpark. Will, Chuckie, Morgan, 
               and Billy are in adjoining batting cages. Will has disabled 
               the pitching machine in his and pitches to Chuckie. The boys 
               have been drinking. Will throws one to Chuckie, high and 
               tight.

               Several empty beer cans sit by the cage.

                                     CHUCKIE
                         Will!

               Another pitch, inside.

                                     CHUCKIE
                         You're gonna get charged!

                                     WILL
                         You think I'm afraid of you, you big 
                         fuck? You're crowdin' the plate.

               Will guns another one, way inside.

                                     CHUCKIE
                         Stop brushin' me back!

                                     WILL
                         Stop crowdin the plate!

               Chuckie laughs and steps back.

                                     CHUCKIE
                         Casey's bouncin' at a bar up Harvard. 
                         We should go there sometime.

                                     WILL
                         What are we gonna do up there?

                                     CHUCKIE
                         I don't know, we'll fuck up some 
                         smart kids.
                              (stepping back in)
                         You'd prob'ly fit right in.

                                     WILL
                         Fuck you.

               Will fires a pitch at Chuckie's head. Chuckie dives to avoid 
               being hit. He gets up and whips his batting helmet at Will.

                                                                    CUT TO:

               EXT. SOUTH BOSTON ROOFTOP -- EARLY AFTERNOON

               SEAN McGUIRE (52) sits, FORMALLY DRESSED, on the roof of his 
               apartment building in a beat-up lawn chair. Well-built and 
               fairly muscular, he stares blankly out over the city.

               On his lap rests an open invitation that reads "M.I.T. CLASS 
               OF '67 REUNION."

               While the morning is quiet and Sean sits serenely, there is 
               a look about his that tells us he has faced hard times. This 
               is a man who fought his way through life. On his lonely stare 
               we:

                                                                    CUT TO:

               EXT. M.I.T. CAMPUS LAWN -- DAY

               A thirty year REUNION PARTY has taken over the lawn. A well 
               dressed throng mill about underneath a large banner that 
               reads "WELCOME BACK CLASS OF '72." We find Professor Lambeau 
               standing with a drink in his hand, surveying the crowd. He 
               is interrupted by an approaching STUDENT.

                                     STUDENT
                         Excuse me, Professor Lambeau?

                                     LAMBEAU
                         Yes.

                                     STUDENT
                         I'm in your applied theories class.
                         We're all down at the Math and Science 
                         building.

                                     LAMBEAU
                         It's Saturday.

                                     STUDENT
                         I know. We just couldn't wait 'till 
                         Monday to find out.

                                     LAMBEAU
                         Find out what?

                                     STUDENT
                         Who proved the theorem.

               EXT. TOM FOLEY PARK, S. BOSTON -- AFTERNOON

               In the bleachers of the visiting section we find our boys, 
               drinking and smoking cigarettes. Will pops open a beer. The 
               boys have been here a while and it shows.

               Billy sees something that catches his interest.

                                     BILLY
                         Who's that? She's got a nice ass.

               Their P.O.V. reveals a girl in stretch pants talking to a 
               beefy looking ITALIAN GUY (BOBBY CHAMPA)

                                     MORGAN
                         Yah, that is a nice ass.

                                     CHUCKIE
                         You could put a pool in that backyard.

                                     BILLY
                         Who's she talking to?

                                     MORGAN
                         That fuckin' guinea, Will knows him.

                                     WILL
                         Yah, Bobby Champa. He used to beat 
                         the shit outta' me in Kindergarten.

                                     BILLY
                         He's a pretty big kid.

                                     WILL
                         Yah, he's the same size now as he 
                         was in Kindergarten.

                                     MORGAN
                         Fuck this, let's get something to 
                         eat...

                                     CHUCKIE
                         What Morgan, you're not gonna go 
                         talk to her?

                                     MORGAN
                         Fuck her.

               The boys get up and walk down the bleachers.

                                     WILL
                         I could go for a Whopper.

                                     MORGAN
                              (nonchalant)
                         Let's hit "Kelly's."

                                     CHUCKIE
                         Morgan, I'm not goin' to "Kelly's 
                         Roast Beef" just cause you like the 
                         take-out girl. It's fifteen minutes 
                         out of our way.

                                     MORGAN
                         What else we gonna do we can't spare 
                         fifteen minutes?

                                     CHUCKIE
                         All right Morgan, fine. I'll tell 
                         you why we're not going to "Kelly's." 
                         It's because the take-out bitch is a 
                         fuckin' idiot. I'm sorry you like 
                         her but she's dumb as a post and she 
                         has never got our order right, never 
                         once.

                                     MORGAN
                         She's not stupid.

                                     WILL
                         She's sharp as a marble.

                                     CHUCKIE
                         We're not goin'.
                              (beat)
                         I don't even like "Kelly's."

                                                                    CUT TO:

               INT. M.I.T. HALLWAY -- LATER

               Lambeau, still in his reunion formal-wear, strides down the 
               hallway, carrying some papers. A group of students have 
               gathered by the chalkboard. They part like the red sea as he 
               approaches the board. Using the papers in hand, he checks 
               the proof.

               Satisfied, he turns to the class.

                                     LAMBEAU
                         This is correct? Who did this?

               Dead silence. Lambeau turns to an INDIAN STUDENT.

                                     LAMBEAU
                         Nemesh?

               Nemesh shakes his head in awe.

                                     NEMESH
                         No way.

               Lambeau erases the proof and starts putting up a new one.

                                     LAMBEAU
                         Well, whoever You are, I'm sure you'll 
                         find this one challenging enough to 
                         merit coming forward with your 
                         identity.  That is, if you can do 
                         it.

               INT. CHUCKIE'S CAR, DRIVING IN SOUTH BOSTON -- CONTINUOUS

               The street is crowded as our boys drive down Broadway. They 
               move slowly through heavy traffic, windows down. Chuckie 
               sorts through a large "KELLY'S ROAST BEEF" BAG as he drives.

                                     MORGAN
                         Double Burger.

               Will holds the wheel for Chuckie as he looks through the 
               bag.

                                     MORGAN
                              (same tone)
                         Double Burger.

               Chuckie gets out fries for himself, hands Will his fries.

                                     MORGAN
                         I, I had a Kelly's Double Burger.

                                     CHUCKIE
                         Would you shut the fuck up! I know 
                         what you ordered, I was there!

                                     MORGAN
                         So why don't you give me my sandwich?

                                     CHUCKIE
                         What do you mean "your sandwich?" I 
                         bought it.

                                     MORGAN
                              (sarcastic)
                         Yah, all right...

                                     CHUCKIE
                         How much money you got?

                                     MORGAN
                         I told you, I just got change.

                                     CHUCKIE
                         Well give me your fuckin' change and 
                         we'll put your fuckin' sandwich on 
                         layaway.

                                     MORGAN
                         Why you gotta be an asshole Chuckie?

                                     CHUCKIE
                         I think you should establish a good 
                         line of credit.

               Laughter, Chuckie goes back searching through the bag.

                                     CHUCKIE
                         Oh motherfucker...

                                     WILL
                         She didn't do it again did she?

                                     CHUCKIE
                         Jesus Christ. Not even close.

                                     MORGAN
                         Did she get my Double Burger?

                                     CHUCKIE
                         NO SHE DIDN'T GET YOUR DOUBLE BURGER!!
                         IT'S ALL FUCKIN' FLYIN' FISH FILET!!

               Chuckie whips a FISH SANDWICH back to Morgan, then to Billy.

                                     WILL
                         Jesus, that's really bad, did anyone 
                         even order a Flyin' Fish?

                                     CHUCKIE
                         No, and we got four of 'em.

                                     BILLY
                         You gotta' be kiddin' me. Why do we 
                         even go to her?

                                     CHUCKIE
                         Cause fuckin' Morgan's got a crush 
                         on her, we always go there and when 
                         we get to the window he never says a 
                         fuckin' word to her, he never even 
                         gets out of the car, and she never 
                         gets our order right cause she's the 
                         goddamn MISSING LINK!

                                     WILL
                         Well, she out did herself today...

                                     MORGAN
                         I don't got a crush on her.

               Push in on Will who sees something O.S.

               Will's P.O.V. reveals BOBBY CHAMPA and his friends walking 
               down the street. One of them casually lobs a bottle into a 
               wire garbage can. It SHATTERS and some of the glass hits a 
               FEMALE PASSERBY who, although unhurt, is upset.

                                     CHUCKIE
                         What do we got?

                                     WILL
                         I don't know yet.

               Will's P.O.V.: The woman says something to Bobby. He says 
               something back. By the look on her face, it was something 
               unpleasant.

                                     MORGAN
                         Come on, Will...

                                     CHUCKIE
                         Shut up.

                                     MORGAN
                         No, why didn't you fight him at the 
                         park if you wanted to? I'm not goin' 
                         now, I'm eatin' my snack.

                                     WILL
                              (smiles)
                         So don't go.

               Will is out of the door, jogging toward Bobby Champa. Billy 
               gets out, following Will with a look of casual indifference.

                                     CHUCKIE
                         Morgan, Let's go.

                                     MORGAN
                         I'm serious Chuckie, I ain't goin'.

               Leaving the car, Chuckie opens his door to follow.

                                     CHUCKIE
                              (spins in his seat)
                         You're goin'. And if you're not out 
                         there in two fuckin' seconds, when 
                         I'm done with them you're next!

               And with that, Chuckie is out the door.

                                                                    CUT TO:

               EXT. SIDEWALK --CONTINUOUS

               Will comes jogging up towards BOBBY CHAMPA, calling out from 
               across the street,

                                     WILL
                              (smiling, good 
                              naturedly)
                         Hey, Bobby Champa! I went to 
                         Kindergarten with you right? Sister 
                         Margaret's class...

               Bobby is bewildered by this strange interruption and unsure 
               of Will's intentions. Just when it looks as though Bobby 
               might remember him, Will DRILLS HIM with a sucker-punch which 
               begins the

               FIGHT SEQUENCE: 40 FRAMES OVER M. GAYE'S "LET'S GET IT ON."

               Will's momentum and respectable strength serve to knock the 
               hapless Champa out cold.

               As soon as Will hits Bobby, his friends CONVERGE ON WILL. 
               Billy JUMPS IN and wrestles one guy to the ground. The two 
               exchange messy punches on the sidewalk.

               Will is in trouble, back pedaling, dodging punches, trying 
               to avoid being overrun.

               When Will goes for one guy, another has an open shot and he 
               HAMMERS WILL with a right hand to the head.

               Will is staggered and bleary, as a second guy winds up for a 
               shot he is BLIND SIDED by Chuckie who hits the kid like he 
               was a tackling sled, lifting him off the ground.

               Chuckie turns to see Will still outnumbered. It's all Will 
               can do to stay standing as Morgan DROP KICKS one of Champa's 
               boys from the hood of a car.

               Contrary to what we might think, Morgan is actually quite a 
               fighter. He peppers the kid with a flurry of blows.

               The fight is messy, ugly and chaotic. Most punches are thrown 
               wildly and miss, heads are banged against concrete, someone 
               throws a bottle.

               In the end, it's our guys who are left standing, while Bobby's 
               friends stagger off. Chuckie and Morgan turn to see Will, 
               standing over the unconscious Bobby Champa, still POUNDING 
               him.

               ANGLE ON WILL: SAVAGE, UGLY, VICIOUS, AND VIOLENT

               Whatever demons must be raging inside Will, he is taking 
               them out on Bobby Champa. He pummels the helpless, unconscious 
               Champa, fury in his eyes. Chuckie and Billy pull Will away.

               The POLICE finally arrive on the scene and having only 
               witnessed Will's vicious attack on Champa, they grab him.

               EXT. SIDEWALK (FULL SPEED) -- CONTINUOUS

               A crowd of onlookers have gathered. Chuckie addresses them.

                                     CHUCKIE
                         Hey, thanks for comin' out.

                                     WILL
                         Yeah, you're all invited over to 
                         Morgan's house for a complementary 
                         fish sandwich.

               The Police slam Will into the hood of a car.

                                     WILL
                              (to Police)
                         Hey, I know it's not a French cruller, 
                         but it's free.

               The cop holding Will SLAMS his [Will's] face into the hood, 
               another cop uses a baton to press Will's face into the car. 
               The look of rage returns to Will's eye.

                                     WILL
                         Get the fuck off me!

               Will resists. Another cop comes over. Will KICKS HIM IN THE 
               KNEE, dropping the cop. Momentarily freed, Will engages in a 
               fracas with three cops. More converge on Will, who -- though 
               he struggles -- takes a beating.

                                                                    CUT TO:

               EXT. SEAN'S ROOF -- NIGHT

               Sean sits, exactly as we first saw him, except his tie is 
               now loose and an empty bottle of BUSHMILLS is at his side. 
               He stares out over the City. A MATRONLY LANDLADY comes out 
               of a doorway on the roof.

                                     LANDLADY
                         Sean?

               Sean doesn't answer.

                                     LANDLADY
                         Sean? You okay?

                                     SEAN
                         Yeah.

               A beat.

                                     LANDLADY
                         It's getting cold.

               After a moment, she retreats back down the stairs. Sean 
               doesn't move.

                                                                  DISSOLVE:

               EXT. CHARLES RIVER, ESTABLISHING SHOT -- MORNING

               The morning sun reflects brilliantly off the river.

                                                                    CUT TO:

               EXT. COURTHOUSE -- NEXT MORNING

               Will emerges from the courthouse. Chuckie is waiting for him 
               in the Cadillac with two cups of DUNKIN' DOUGHNUTS coffee. 
               He hands one of them to Will. This feels routine.

                                     CHUCKIE
                         When's the arraignment?

                                     WILL
                         Next week.

               Chuckie pulls away.

                                                                    CUT TO:

               EXT. M.I.T. CAMPUS, ESTABLISHING SHOT -- MORNING

               Students walk to class, carrying bags. More than any other, 
               students seem to be heading into one PARTICULAR CLASSROOM.

               INT. M.I.T. CLASSROOM -- MORNING

               The classroom is even more crowded than last we saw it. Tom 
               takes notes as Lambeau plays along with the excited 
               environment with mock pomposity and good humor.

                                     LAMBEAU
                         Is it my imagination, or has my class 
                         grown considerably?

               Laughter.

                                     LAMBEAU
                         I look around and see young people 
                         who are my students, young people 
                         who are not my students as well as 
                         some of my colleagues. And by no 
                         stretch of my imagination do I think 
                         you've all come to hear me lecture.

               More laughter.

                                     LAMBEAU
                         But rather to ascertain the identity 
                         of who our esteemed "The Tech" has 
                         come to call "The Mystery Math 
                         Magician."

               He holds up the M.I.T. Tech featuring a silhouetted figure, 
               emblazoned with a large, white question mark. The headline 
               reads "Mystery Math Magician strikes again."

                                     LAMBEAU
                         Whoever you are, you've solved four 
                         of the most difficult theorems I've 
                         ever given a class. So without further 
                         ado, come forward silent rogue, and 
                         receive thy prize.

               The class waits in breathless anticipation. A STUDENT shifts 
               his weight in his chair, making a noise.

                                     LAMBEAU
                         Well, I'm sorry to disappoint my 
                         spectators, but it appears there 
                         will be no unmasking here today. I'm 
                         going to have to ask those of you 
                         not enrolled in the class to make 
                         your escape now or, for the next 
                         three hours be subjected to the 
                         mundities of eigenvectors.

               People start to gather their things and go. Lambeau picks up 
               a piece of chalk and starts writing on the board.

                                     LAMBEAU
                         However, my colleagues and I have 
                         conferred. There is a problem on the 
                         board, right now, that took us two 
                         years to prove. So let this be said; 
                         the gauntlet has been thrown down. 
                         But the faculty have answered the 
                         challenge and answered with vigor.

                                                                    CUT TO:

               OMITTED

               INT. M.I.T. HALLWAY -- NIGHT

               Lambeau comes out of his office with Tom and locks the door. 
               As he turns to walk down the hallway, he stops. A faint 
               TICKING SOUND can be heard. He turns and walks down the hall.

               Lambeau and Tom come around a corner. His P.O.V. reveals a 
               figure in silhouette blazing through the proof on the 
               chalkboard. There is a mop and a bucket beside him. As Lambeau 
               draws closer, reveal that the figure is Will, in his janitor's 
               uniform. There is a look of intense concentration in his 
               eyes.

                                     LAMBEAU
                         Excuse me!

               Will looks up, immediately starts to shuffle off.

                                     WILL
                         Oh, I'm sorry.

                                     LAMBEAU
                         What're you doing?

                                     WILL
                              (walking away)
                         I'm sorry.

               Lambeau follows Will down the hall.

                                     LAMBEAU
                         What's your name?
                              (beat)
                         Don't you walk away from me. This is 
                         people's work, you can't graffiti 
                         here.

                                     WILL
                         Hey fuck you.

                                     LAMBEAU
                              (flustered)
                         Well... I'll be speaking to your 
                         supervisor.

               Will walks out. Lambeau goes to "fix" the proof, scanning 
               the blackboard for whatever damage Will caused. He stops, 
               scans the board again. Amazement registers on his face.

                                     LAMBEAU
                         My God.

               Down the hall, we hear the DOOR CLOSE. He turns to look for 
               Will, who is gone.

                                                                    CUT TO:

               EXT. BOW AND ARROW PUB, CAMBRIDGE -- THAT NIGHT

               A crowded Harvard Bar. Will and our gang walk by a line of 
               several Harvard students, waiting to be carded.

                                     MORGAN
                         What happened?
                              (beat)
                         You got fired, huh?

                                     WILL
                         Yeah, Morgan. I got fired.

                                     MORGAN
                              (starts laughing)
                         How fuckin' retarded do you have to 
                         be to get shit-canned from that job? 
                         How hard is it to push a fuckin' 
                         broom?

                                     CHUCKIE
                         You got fired from pushing a broom, 
                         you little bitch.

                                     MORGAN
                         Yah, that was different. Management 
                         was restructurin'--

                                     BILLY
                         Yah, restructurin' the amount of 
                         retards they had workin' for them.

                                     MORGAN
                         Fuck you, you fat fuck.

                                     BILLY
                         Least I work for a livin'.
                              (to Will)
                         Why'd you get fired?

                                     WILL
                         Management was restructurin'.

               Laughter.

                                     CHUCKIE
                         My uncle can probably get you on my 
                         demo team.

                                     MORGAN
                         What the fuck? I just asked you for 
                         a job yesterday!

                                     CHUCKIE
                         I told you "no" yesterday!

               After two students flash their ID's to the doorman (CASEY) 
               our boys file past him.

                                     ALL
                              (one after another)
                         What's up Case.

               With an imperceptible nod, Casey waves our boys through. A 
               fifth kid, a HARVARD STUDENT, tries to follow. He is stopped 
               by Casey's massive, outstretched arm:

                                     CASEY
                         ID?

               INT. BOW AND ARROW -- CONTINUOUS

               Chuckie is collecting money from the guys to buy a pitcher, 
               all but Morgan cough up some crumpled dollars.

                                     CHUCKIE
                         So, this is a Harvard bar, huh? I 
                         thought there'd be equations and 
                         shit on the wall.

               INT. BACK SECTION, BOW AND ARROW -- MOMENTS LATER

               Chuckie returns to a table where Will, Morgan and Billy have 
               made themselves comfortable. He [Chuckie] spots two ATTRACTIVE 
               YOUNG HARVARD WOMEN sitting together at the end of the bar.

               Chuckie struts his way toward the women and pulls up a chair. 
               He flashes a smile and tries to submerge his thick Boston 
               accent.

                                     CHUCKIE
                         Hey, how's it goin'?

                                     LYDIA
                         Fine.

                                     SKYLAR
                         Okay.

                                     CHUCKIE
                         So, you ladies ah, go to school here?

                                     LYDIA
                         Yes.

                                     CHUCKIE
                         Yeah, cause I think I had a class 
                         with you.

               At this point, several interested parties materialize. Morgan 
               Billy and Will try, as inconspicuously as possible, to situate 
               themselves within listening distance. A rather large student 
               in a HARVARD LACROSSE sweatshirt, CLARK (22) notices Chuckie. 
               He [Clark] walks over to Skylar and Lydia, nobly hovering 
               over them as protector. This gets Will, Morgan, and Billy's 
               attention.

                                     SKYLAR
                         What class?

                                     CHUCKIE
                         Ah, history I think.

                                     SKYLAR
                         Oh...

                                     CHUCKIE
                         Yah, it's not a bad school...

               At this point, Clark can't resist and steps in.

                                     CLARK
                         What class did you say that was?

                                     CHUCKIE
                         History.

                                     CLARK
                         How'd you like that course?

                                     CHUCKIE
                         Good, it was all right.

                                     CLARK
                         History? Just "history?" It must 
                         have been a survey course then.

               Chuckie nods. Clark notices Chuckie's clothes. Will and Billy 
               exchange a look and move subtly closer.

                                     CLARK
                         Pretty broad. "History of the World?"

                                     CHUCKIE
                         Hey, come on pal we're in classes 
                         all day. That's one thing about 
                         Harvard never seizes to amaze me, 
                         everybody's talkin' about school all 
                         the time.

                                     CLARK
                         Hey, I'm the last guy to want to 
                         talk about school at the bar. But as 
                         long as you're here I want to "seize" 
                         the opportunity to ask you a question.

               Billy shifts his beer into his left hand. Will and Morgan 
               see this. Morgan rolls his eyes as if to say "not again..."

                                     CLARK
                         Oh, I'm sure you covered it in your 
                         history class.

               Clark looks to see if the girls are impressed. They are not.

               When Clark looks back to Chuckie, Skylar turns to Lydia and 
               rolls her [own] eyes. They laugh. Will sees this and smiles.

                                     CHUCKIE
                         To tell you the truth, I wasn't there 
                         much. The class was rather elementary.

                                     CLARK
                         Elementary? Oh, I don't doubt that 
                         it was. I remember the class, it was 
                         just between recess and lunch.

               Will and Billy come forward, stand behind Chuckie.

                                     CHUCKIE
                         All right, are we gonna have a 
                         problem?

                                     CLARK
                         There's no problem. I was just hoping 
                         you could give me some insight into 
                         the evolution of the market economy 
                         in the early colonies. My contention 
                         is that prior to the Revolutionary 
                         War the economic modalities especially 
                         of the southern colonies could most 
                         aptly be characterized as agrarian 
                         precapitalist and...

               Will, who at this point has migrated to Chuckie's side and 
               is completely fed-up, includes himself in the conversation.

                                     WILL
                         Of course that's your contention. 
                         You're a first year grad student. 
                         You just finished some Marxian 
                         historian, Pete Garrison prob'ly, 
                         and so naturally that's what you 
                         believe until next month when you 
                         get to James Lemon and get convinced 
                         that Virginia and Pennsylvania were 
                         strongly entrepreneurial and 
                         capitalist back in 1740. That'll 
                         last until sometime in your second 
                         year, then you'll be in here 
                         regurgitating Gordon Wood about the 
                         Pre-revolutionary utopia and the 
                         capital-forming effects of military 
                         mobilization.

                                     CLARK
                              (taken aback)
                         Well, as a matter of fact, I won't, 
                         because Wood drastically 
                         underestimates the impact of--

                                     WILL
                         "Wood drastically underestimates the 
                         impact of social distinctions 
                         predicated upon wealth, especially 
                         inherited wealth..." You got that 
                         from "Work in Essex County," Page 
                         421, right? Do you have any thoughts 
                         of your own on the subject or were 
                         you just gonna plagiarize the whole 
                         book for me?

               Clark is stunned.

                                     WILL
                         Look, don't try to pass yourself off 
                         as some kind of an intellect at the 
                         expense of my friend just to impress 
                         these girls.

               Clark is lost now, searching for a graceful exit, any exit.

                                     WILL
                         The sad thing is, in about 50 years 
                         you might start doin' some thinkin' 
                         on your own and by then you'll realize 
                         there are only two certainties in 
                         life.

                                     CLARK
                         Yeah? What're those?

                                     WILL
                         One, don't do that.  Two -- you 
                         dropped a hundred and fifty grand on 
                         an education you coulda' picked up 
                         for a dollar fifty in late charges 
                         at the Public Library.

               Will catches Skylar's eye.

                                     CLARK
                         But I will have a degree, and you'll 
                         be serving my kids fries at a drive 
                         through on our way to a skiing trip.

                                     WILL
                              (smiles)
                         Maybe. But at least I won't be a 
                         prick.
                              (beat)
                         And if you got a problem with that, 
                         I guess we can step outside and deal 
                         with it that way.

               While Will is substantially smaller than Clark, he [Clark] 
               decides not to take Will up on his [Will's] offer.

                                     WILL
                         If you change your mind, I'll be 
                         over by the bar.

               He turns and walks away. Chuckie follows, throwing Clark a 
               look.

               Morgan turns to a nearby girl.

                                     MORGAN
                         My boy's wicked smart.

               INT. BOW AND ARROW, AT THE BAR -- LATER

               Will sits with Morgan at the bar watching with some amusement 
               as Chuckie and Billy play bar basketball game where the 
               players shoot miniature balls at a small basket. In the B.G.  
               occasionally we hear Chuckie shouting "Larry!" When he scores.

               Skylar emerges from the crowd and approaches Will.

                                     SKYLAR
                         You suck.

                                     WILL
                         What?

                                     SKYLAR
                         I've been sitting over there for 
                         forty-five minutes waiting for you 
                         to come talk to me. But I'm just 
                         tired now and I have to go home and 
                         I wasn't going to keep sitting there 
                         waiting for you.

                                     WILL
                         I'm Will.

                                     SKYLAR
                         Skylar. And by the way. That guy 
                         over there is a real dick and I just 
                         wanted you to know he didn't come 
                         with us.

                                     WILL
                         I kind of got that impression.

                                     SKYLAR
                         Well, look, I have to go. Gotta' get 
                         up early and waste some more money 
                         on my overpriced education.

                                     WILL
                         I didn't mean you. Listen, maybe...

                                     SKYLAR
                         Here's my number.

               Skylar produces a folded piece of paper and offers it to 
               Will.

                                     SKYLAR
                         Maybe we could go out for coffee 
                         sometime?

                                     WILL
                         Great, or maybe we could go somewhere 
                         and just eat a bunch of caramels.

                                     SKYLAR
                         What?

                                     WILL
                         When you think about it, it's just 
                         as arbitrary as drinking coffee.

                                     SKYLAR
                              (laughs)
                         Okay, sounds good.

               She turns.

                                     WILL
                         Five minutes.

                                     SKYLAR
                         What?

                                     WILL
                         I was trying to be smooth.
                              (indicates clock)
                         But at twelve-fifteen I was gonna 
                         come over there and talk to you.

                                     SKYLAR
                         See, it's my life story. Five more 
                         minutes and I would have got to hear 
                         your best pick-up line.

                                     WILL
                         The caramel thing is my pick-up line.

               A beat.

                                     SKYLAR
                         Glad I came over.

                                                                    CUT TO:

               EXT. BOW AND ARROW -- LATER

               Our boys are walking out of the bar teasing one another about 
               their bar-ball exploits. Across the street is another bar 
               with a glass front. Morgan spots Clark sitting by the window 
               with some friends.

                                     MORGAN
                         There goes that fuckin' Barney right 
                         now, with his fuckin' "skiin' trip." 
                         We should'a kicked that dude's ass.

                                     WILL
                         Hold up.

               Will crosses the street and approaches the plate glass window 
               and stands across from Clark, separated only by the glass. 
               He POUNDS THE GLASS to get Clark's attention.

                                     WILL
                         Hey!

               Clark turns toward Will.

                                     WILL
                         DO YOU LIKE APPLES?

               Clark doesn't get it.

                                     WILL
                         DO YOU LIKE APPLES?!

                                     CLARK
                         Yeah?

               Will SLAMS SKYLAR'S PHONE NUMBER against the glass.

                                     WILL
                         WELL I GOT HER NUMBER! HOW DO YA 
                         LIKE THEM APPLES?!!

               Will's boys erupt into laughter. Angle on Clark, deflated.

               EXT. STREET -- NIGHT

               The boys make their way home, piled into Chuckie's car, 
               laughing together.

               EXT. CHARLES STREET BRIDGE -- DAWN

               Shot of car crossing over the Charles St. Bridge, overtaking 
               a red-line train.

               EXT. CHARLESTON BACKROAD -- DAWN

               Traveling through narrow back roads in Charlestown, passing 
               the Bunker Hill monument.

               EXT. WILL'S APARTMENT -- DAY

               Arriving at Will's house and dropping him off.

                                                               DISSOLVE TO:

               INT. M.I.T. BUILDING AND GROUNDS GARAGE -- DAY

               Lambeau walks into a small garage facility. The area stores 
               lawn machinery and various tools. An older man, TERRY (58) 
               sits behind the desk reading the BOSTON HERALD sports page. 
               Lambeau has obviously never been here before. He takes in 
               the surroundings, somewhat uncomfortable. Gets dirty.

                                     LAMBEAU
                         Excuse me. Is this the buildings and 
                         grounds office?

                                     TERRY
                         Yeah, can I help you?

                                     LAMBEAU
                         I'm trying to find the name of a 
                         student who works here.

                                     TERRY
                         No students work for me.

                                     LAMBEAU
                         Could you just check, because the 
                         young man who works in my building--

                                     TERRY
                         Which one's your building?

                                     LAMBEAU
                         Building two.

               Terry checks a list behind his [own] desk. Looks up.

                                     TERRY
                         Well, if something was stolen, I 
                         should know about it.

                                     LAMBEAU
                         No, no. Nothing like that. I just 
                         need his name.

                                     TERRY
                         I can't give you his name unless you 
                         have a complaint.

                                     LAMBEAU
                         Please, I'm a professor here and 
                         it's very important.

                                     TERRY
                         Well, he didn't show up for work 
                         today...

               Terry takes a beat. Holding all the cards.

                                     TERRY
                         Look, he got his job through his 
                         P.O. so you can call him.

               Terry goes through a stack of paper on his desk. Takes out a 
               card and hands it to Lambeau. Lambeau looks blankly at the 
               card which reads: "PAROLE EMPLOYMENT PROGRAM."

               INT. COURTROOM -- DAY

               Will stands before JUDGE MALONE (40) being arraigned. It is 
               fairly unceremonious, the courtroom nearly empty, save Will 
               and the PROSECUTOR. Lambeau walks in from the back.

                                     WILL
                         There is a lengthy legal precedent, 
                         Your Honor, going back to 1789, 
                         whereby a defendant may claim self-
                         defense against an agent of the 
                         government where the act is shown to 
                         be a defense against tyranny, a 
                         defense of liberty--

               The Judge interrupts to address the prosecutor.

                                     JUDGE MALONE
                         Mr. Simmons, Officer McNeely who 
                         signed the complaint isn't in my 
                         courtroom. Why is that?

                                     PROSECUTOR
                         He's in the hospital with a broken 
                         knee, Your Honor. But I have 
                         depositions from the other officers.

                                     WILL
                         Henry Ward Beecher proclaimed, in 
                         his Proverbs From Plymouth Pulpit 
                         back in 1887, that "Every American 
                         citizen is by birth, a sworn officer 
                         of the state.  Every man is a 
                         policeman." As for the other officers, 
                         even William Congrave said; "he that 
                         first cries out 'stop thief' is 'oft 
                         he that has stolen the treasure."

                                     PROSECUTOR
                         Your Honor--

               Will cranks it up.

                                     WILL
                              (to Prosecutor)
                         I am afforded the right to speak in 
                         my own defense by our constitution, 
                         Sir.  The same document which 
                         guarantees my right to liberty. 
                         "Liberty," in case you've forgotten, 
                         is "the soul's right to breathe, and 
                         when it cannot take a long breath 
                         laws are girded too tight.  Without 
                         liberty, man is a syncope."
                              (beat, to Judge)
                         Ibid. Your Honor.

                                     PROSECUTOR
                         Man is a what?

                                     WILL
                         Julius Caesar proclaimed -- Though 
                         he be wounded-- "Magna..."

               The Judge interrupts.

                                     JUDGE MALONE
                         Son,
                              (a beat)
                         My turn.

               The Judge opens Will's CASE HISTORY.

                                     JUDGE MALONE
                              (reading)
                         June, '93, assault, Sept. '93 
                         assault... Grand theft auto February 
                         '94.

               A beat, the Judge takes particular notice.

                                     JUDGE MALONE
                         Where, apparently, you defended 
                         yourself and had the case thrown out 
                         by citing "free property rights of 
                         horse and carriage" from 1798...

               Lambeau has to smile, impressed. The Judge shakes his head.

                                     JUDGE MALONE
                         March, '94 public drunkenness, public 
                         nudity, assault. 10/94 mayhem. 
                         November '94, assault. Jan. '95 
                         impersonating a police officer, 
                         mayhem, theft, resisting -- overturned--

               The Judge takes a beat. Gives Will a look.

                                     JUDGE MALONE
                         You're in my courtroom, now and I am 
                         aware of your priors.
                              (beat)
                         I'm also aware that you're an orphan. 
                         You've been through several foster 
                         homes. The state removed you from 
                         three because of serious physical 
                         abuse.

               The Judge holds a look to Will, who looks down.

                                     JUDGE MALONE
                         Another Judge might care. You hit a 
                         cop, you go in.
                              (beat)
                         Motion to dismiss denied.

               The Bailiff goes to remove Will from the courtroom.

                                     JUDGE MALONE
                         Keep workin' on your arguments, son. 
                         A word of advice for trial; speak 
                         English.

               As Will is removed from the courtroom, Lambeau approaches 
               Judge Malone who is stepping down from the bench.

                                     LAMBEAU
                         Excuse me, your Honor.
                              (offers hand)
                         Gerald Lambeau.

               An awkward beat. Lambeau waits for some sign of recognition.

                                     LAMBEAU
                         I'm a professor at M.I.T.
                              (beat)
                         Combunatorial Mathematics.

               The Judge offers only a blank look.

                                     JUDGE MALONE
                         Oh. Pleased to meet you.

                                     LAMBEAU
                         Do you have a minute?

                                                                    CUT TO:

               INT. MIDDLESEX COUNTY JAIL, HOLDING AREA -- SAME

               A GUARD walks Will down a hallway toward a group of phones.

                                     GUARD
                         One call, to an attorney.
                              (beat)
                         One.

               The Guard gives Will a hard look for a beat. Then leaves.

                                     WILL
                         How many?

               Will picks up the phone, dials.

                                     WILL
                         Hey, Skylar?

               INT. SKYLAR'S DORM -- DAY

                                     SKYLAR
                         Yeah?

                                     WILL
                         It's Will, the really funny good 
                         looking guy you met at the bar?

                                     SKYLAR
                         I'm sorry, I don't recall meeting 
                         anyone who fits that description.

                                     WILL
                         Okay, you got me. It's the ugly, 
                         obnoxious, toothless loser who got 
                         drunk and wouldn't leave you alone 
                         all night.

                                     SKYLAR
                         Oh Will! I was wondering when you'd 
                         call.

                                     WILL
                         Yeah, I figured maybe sometime this 
                         week we could go to a cafe and have 
                         some caramels.

                                     SKYLAR
                         Sounds good, where are you now?

                                     WILL
                         You aren't, by any chance, Pre-law? 
                         Are you?

                                                                    CUT TO:

               INT. MIDDLESEX COUNTY JAIL, INTERROGATION ROOM -- LATER

               Professor Lambeau sits, waiting. Will is brought in, shackled, 
               by the guard.

                                     LAMBEAU
                         Hello. Gerald Lambeau, M.I.T.

                                     WILL
                         Fuck do you want?

                                     LAMBEAU
                         I've spoken with the judge and he's 
                         agreed to release you under my 
                         supervision.

                                     WILL
                              (suspicious)
                         Really?

                                     LAMBEAU
                              (beat)
                         Yes. Under two conditions.

                                     WILL
                         What're those?

                                     LAMBEAU
                         That you meet with me twice a week—
                              (a beat)
                         and you meet with a therapist.

                                     WILL
                         If I agree to this, I walk right 
                         now?

                                     LAMBEAU
                         That's right.

                                     WILL
                         I'll do the work. I'm not going to 
                         meet with a therapist.

                                     LAMBEAU
                         Now, it won't be as bad as it sounds, 
                         Will.
                              (beat)
                         I've already spoken to one therapist, 
                         his name is Henry Lipkin and he's a 
                         friend of mine. He's also published 
                         four books and is widely considered 
                         to be one of the brightest men in 
                         his field.
                              (beat)
                         I'm sure it'll be better than spending 
                         the next six months in jail.

                                                                    CUT TO:

               INT. FUNLAND -- DAY

               Will and Chuckie walk up to an enclosed trampoline. Billy 
               and Morgan prefer to use it for their own version of 
               "Wrestlemania."

               As Will and Chuckie approach, Billy is on top of a bloodied 
               Morgan and has him in the "Cobra Clutch."  Will and Chuckie 
               watch for a beat. Billy tightens his grip.

                                     BILLY
                         Submit, bitch! Submit! Submit!

                                     MORGAN
                              (being strangled)
                         Suck my cock!

                                     BILLY
                         Oh, Morgan!

               Chuckie turns to Will, conspiratorially as they wait for the 
               fight to finish.

                                     CHUCKIE
                         What'd you get? You get leniency?

                                     WILL
                         Probation, counselin', few days a 
                         week.

                                     CHUCKIE
                         You're fuckin' good.

               Will smiles.

                                     CHUCKIE
                         Just submit, Morgan. He's got you in 
                         the Cobra Clutch.

                                     MORGAN
                              (to Chuckie)
                         Fuck your mother too!

               INT. WILL'S APARTMENT -- NIGHT

               Will sits alone in his one room apartment, reading. A closer 
               look reveals he is reading a self-help PSYCHOLOGY BOOK. Will 
               is flipping through the book at about a page per second. He 
               shakes his head and smiles. Upon finishing the book, he throws 
               it in a nearby WASTEBASKET. Push in on the back of the book 
               where a SMILING PSYCHOLOGIST is pictured.

               INT. PSYCHOLOGIST'S OFFICE -- CONTINUOUS

               Will sits in a well decorated Psychologist's Office. Across 
               from Will sits the same PSYCHOLOGIST, HENRY LIPKIN (40), 
               from the book. They are in mid-session.

                                     WILL
                         That's why I love stock-car racin'. 
                         That Dale Ernhart's real good.

                                     PSYCHOLOGIST
                         Now you know Will, and I know, what 
                         you need to be doing. You have a 
                         gift.

                                     WILL
                         I could work the pit maybe, but I 
                         could never drive like Dale Ernhart--

                                     PSYCHOLOGIST
                         You have a quality -- something you 
                         were born with, that you have no 
                         control over -- and you are, in a 
                         sense, hiding that by becoming a 
                         janitor. And I'm not saying that's 
                         wrong. I'm friends with the janitor 
                         that works in my building.  He's 
                         been to my house for dinner. As a 
                         matter of fact I did some free 
                         consultation for "Mike" -- that's 
                         not his real name. That's in my book.

                                     WILL
                         Yeah, I read your book. "Mike" had 
                         the same problems as "Chad" the 
                         stockbroker.

                                     PSYCHOLOGIST
                         Yes. The pressures you feel, and 
                         again, I am neither labeling nor 
                         judging them, are keeping you from 
                         fulfilling your potential -- you're 
                         in a rut. So stop the Tom Foolery -- 
                         the Shenanigan's, Will.

                                     WILL
                         You're right. I know.

                                     PSYCHOLOGIST
                         Will, your not getting off that easy.

                                     WILL
                         No, but, I mean you know... I do 
                         other things. That no one knows about.

                                     PSYCHOLOGIST
                         Like what, Will?

                                     WILL
                         I go places, I interact.

                                     PSYCHOLOGIST
                         What places?

                                     WILL
                         Certain, clubs.
                              (beat)
                         Like, Paradise. It's not bad.

               Will gives the Psychologist a furtive look.

                                     WILL
                         It's just that feeling when you can 
                         take your shirt off and really dance.
                              (beat)
                         When the music owns you. Do you 
                         understand?

                                     PSYCHOLOGIST
                         I might understand that.

                                     WILL
                         Do you find it hard to hide the fact 
                         that you're gay?

                                     PSYCHOLOGIST
                         What?

                                     WILL
                         C'mon, I read your book. I talked to 
                         you. It's just something I know to 
                         be true.

                                     PSYCHOLOGIST
                         That's very presumptuous.

                                     WILL
                         Buddy, two seconds ago you were ready 
                         to give me a jump.

                                     PSYCHOLOGIST
                              (a little laugh)
                         Well, I'm sorry to disappoint you, 
                         but I'm married and I have two 
                         children.

                                     WILL
                         I'm sure you do. You probably got a 
                         real nice house, nice car -- your 
                         book's a best seller.

                                     PSYCHOLOGIST
                         You're getting defensive, Will.

                                     WILL
                         Look, man. I don't care if you're 
                         putting from the rough. There are 
                         solid arguments that some of the 
                         greatest people in history were gay; 
                         Alexander the Great, Caesar, 
                         Shakespeare, Oscar Wilde, Napoleon, 
                         Gertrude Stein, not to mention Danny 
                         Terrio, not many straight men can 
                         dance like that.

                                     PSYCHOLOGIST
                         Who is "Danny Terrio?"

                                     WILL
                         If you wanna hit "Ramrod," take your 
                         shot. Take some pride in it. You go 
                         to church? So fuckin' what, God loves 
                         you.  I mean, Christ. A guy as well 
                         known as you? By the time you put 
                         your disguise on and skulk out of 
                         the house Sunday nights you probably 
                         look like "Inspector Clouseau."

               The Psychologist calmly packs his things.

                                     PSYCHOLOGIST
                         Well, I can see this is pointless...

                                     WILL
                         You're getting defensive... Henry. 
                         And hey, chief -- tell the wife, at 
                         least.  Christ, set her free.

               The shrink gets up and walks out.

                                     WILL
                         Fuckin' hypocrite...

               INT. HALLWAY -- CONTINUOUS

               The Psychologist comes walking out, much to the surprise of 
               Lambeau and Tom who have been waiting in the lobby.

                                     LAMBEAU
                         Henry?

               The Psychologist keeps walking.

                                     PSYCHOLOGIST
                         No. You know what, Gerry? This is 
                         why I don't do pro-bono anymore. 
                         It's not worth it to me.

                                     LAMBEAU
                         What happened?

                                     PSYCHOLOGIST
                         I don't have the time. I'm going on 
                         national television this week.

                                     LAMBEAU
                         Wait a minute, Henry...

               He [Henry] is out the door. Lambeau looks to Tom.

                                                                    CUT TO:

               INT. LAMBEAU'S OFFICE -- DAY

               Will is in Lambeau's office. Lambeau is at the board, working 
               on a diagram as Tom takes notes. Will seems disinterested.

                                     LAMBEAU
                         This rectangle is subdivided into 
                         rectangles. One edge of an inner 
                         rectangle is an integer. Can you 
                         prove that one edge of the larger 
                         rectangle is an integer?

                                     WILL
                         Of course.

                                     LAMBEAU
                         Okay. How?

                                     WILL
                         It's an integer proof.

               Lambeau smiles.

                                     WILL
                         What? Hey, look buddy my time's almost 
                         up. You want me to sit here for an 
                         hour and write it out?

               Lambeau says nothing. Will gets up and goes to the board.

                                     WILL
                         Look, I'll give you the key steps to 
                         it but I'm not gonna do the whole 
                         thing.

               Lambeau keeps smiling.

                                     LAMBEAU
                         That would be a monumental waste of 
                         time, wouldn't it, Will?

                                     WILL
                         I think so.

                                     LAMBEAU
                         I happen to know so.

               Lambeau rises and goes to the board.

                                     LAMBEAU
                         You're thinking too hard. What if I 
                         did this?

               He draws a vertical line through the diagram.

                                     LAMBEAU
                         Now, what if I do this?

               He draws a horizontal line through the diagram. He hands 
               Will the chalk.

                                     LAMBEAU
                         Have you ever played checkers?

               Will realizes what Lambeau is getting at. In a flash he starts 
               drawing lines through the diagram, energized.

                                     WILL
                         You color-code it. Half-red, half-
                         black.  If that's an integer--

               Lambeau steps in, writing with him [Will].

                                     LAMBEAU
                         What's that?

                                     WILL
                         Half-red, half-black--

                                     LAMBEAU
                         --that?--

                                     WILL
                         --Half-red, half-black--

                                     LAMBEAU
                         --That edge!

                                     WILL
                         An integer.

               The two stop. They are silent for a moment. Like two 
               gunfighters after a duel, they put down the chalk.

                                     LAMBEAU
                              (checks his watch)
                         It would appear we got that proof in 
                         under the wire after all. It's not 
                         how hard you look at things, young 
                         man, it's the way you look at them. 
                         If you take aim before you fire, you 
                         will find the most difficult problems 
                         become, quite literally, child's 
                         play.

               Will gets his coat.

                                     LAMBEAU
                         Will, you've managed to offend four 
                         of my colleagues so much that they 
                         refused to come back. You're meeting 
                         with the leading hypnotist in the 
                         country next week and Tom and I plan 
                         to sit in on the sessions, so I expect 
                         you to behave appropriately.

                                                                    CUT TO:

               INT. LAMBEAU'S OFFICE -- DAY

               Will sits in a chair across from Lambeau and the HYPNOTIST.

               Lambeau's assistant, TOM (33) takes notes. The Hypnotist 
               makes small talk with Lambeau, who checks his watch.

                                     LAMBEAU
                         Shall we start the, uh...

                                     WILL
                         Yeah, when do I get my hypnosis? You 
                         guys been talkin' for twenty minutes.

                                     HYPNOTIST
                         Yes, Will. We'll get to that. But 
                         first, why don't you go to sleep for 
                         me.

               He SNAPS HIS FINGERS and instantly Will's head goes BACK and 
               his EYES CLOSE. The Hypnotist gives Lambeau a look.

                                     HYPNOTIST
                         Would you mind standing on one leg?

               Will gets up and stands on one leg. Lambeau is impressed.

                                                               TIME CUT TO:

               INT. LAMBEAU'S OFFICE -- LATER

               Will is reclining, eyes closed, in a trance-like state. The 
               mood is more serious now.

                                     HYPNOTIST
                         Okay, you're in your bed, Will. Now 
                         how old are you?

                                     WILL
                         Seven.

                                     HYPNOTIST
                         And what do you see?

                                     WILL
                         Somethin's in my room.

                                     HYPNOTIST
                         What is it?

                                     WILL
                         It's like a small figure, hoverin' 
                         over me. Gettin' closer.

               Will flinches.

                                     HYPNOTIST
                         You're in a safe place, Will.

                                     WILL
                         It's touching me.

               Lambeau makes a sound. The Hypnotist shushes him [Lambeau] 
               with his [Hypnotist's] finger. Tom returns to his note-taking.

                                     HYPNOTIST
                         Where is it touching you?

                                     WILL
                         Down there.
                              (indicating genitals)
                         And I'm nervous.

                                     HYPNOTIST
                         You don't have to be nervous, Will.

               Lambeau and the Therapist trade looks. This is working.

                                     WILL
                         'Cause I'm not ready.
                              (calming)
                         But the figure tells me everything's 
                         gonna be all right. 'Cause the 
                         figure's a Libra too. And we start 
                         dancin' and it's beautiful--

               Will breaks into song at full volume.

                                     WILL
                         "SKY ROCKETS IN FLIGHT!"

                                     LAMBEAU
                              (getting up)
                         Oh Jesus.

               The Hypnotist gets up and starts heading towards the door. 
               Will is still singing from "Sky Rockets."

                                     LAMBEAU
                         Wait a minute, Barry.

                                     HYPNOTIST
                         I have better ways to spend my time.

               He is gone. Will stops singing, laughs.

                                     LAMBEAU
                         Oh, for God's sake, Will.

                                     WILL
                         Oh, come on! You're not pinnin' this 
                         one on me. He left, I wanted to talk 
                         to him for another twenty minutes. I 
                         was havin' fun.

                                     LAMBEAU
                         I told you to cooperate with these 
                         people.

                                     WILL
                         C'mon, that guy was a fuckin' piece 
                         of work.

               Will gets up and adopts a hypnotic persona in front of 
               Lambeau.

                                     WILL
                              (spooky voice)
                         Look into my eyes. I don't need 
                         therapy.

                                     LAMBEAU
                         Get out, Will.

                                     WILL
                         Okay... don't forget to get another 
                         therapist for next week.

                                     LAMBEAU
                         That's enough.

               Will is out the door. Lambeau turns to Tom.

                                     TOM
                         I called Mel Weintraub this morning, 
                         to check for availability.

                                     LAMBEAU
                         What's the point?

                                     TOM
                         What do you want to do?

                                     LAMBEAU
                         There is somebody...

                                     TOM
                         Who is he?

                                     LAMBEAU
                         He was my roommate in college.

               INT. BUNKER HILL CAMPUS -- DAY

               This is SEAN MAGUIRE'S "Dying and Bereavement" class. 
               Emblazoned on the door is "room 101." While the lecture hall 
               could hold sixty students, there are less than fifteen here 
               today.

               Sean Maguire lectures to the class in a resigned tone. Tired 
               of teaching, tired of life, he finds himself resigned to the 
               tedium of teaching core classes to an indifferent student 
               body.

                                     SEAN
                         Establishing trust is the most 
                         important component in making 
                         breakthroughs with a patient. Why?

               A beat.

                                     SEAN
                         Maureen?

               MAUREEN'S only response is an empty stare.

                                     SEAN
                         Keep up the good work, Maureen. 
                         Vinnie?

               VINNIE looks up.

                                     VINNIE
                         Because trust is an important thing.

                                     SEAN
                         Don't bullshit me, Vinnie. Didn't 
                         your brother give you the notes? 
                         Okay. If a patient doesn't trust you 
                         then they won't feel safe enough to 
                         be honest with you -- then there's 
                         no point to them being in therapy. 
                         It's like saying -- "Fine, come here 
                         and don't tell me a thing but go 
                         home feeling like you're doing 
                         something about your problems -- and 
                         give me my fifty bucks before you 
                         leave will ya'!"

               He looks around the room for approval. No one is listening.

                                     SEAN
                         If you don't help them trust you -- 
                         then there's no way you'll ever get 
                         them to sleep with you. And that 
                         should be the goal of any good 
                         therapist. Insecure women, you know... 
                         nail 'em when they're vulnerable, 
                         that's always been my motto.

               The students look up, somewhat stunned.

                                     SEAN
                         See, I got Vinnie's attention.

               Laughter. Sean starts to resume his lecture, when he notices 
               LAMBEAU standing in the back of the room. There is an awkward 
               moment.

                                     SEAN
                         Gerry.

                                     LAMBEAU
                         Sean.

                                     SEAN
                              (to class)
                         Well, it seems we're in the presence 
                         of greatness. Professor Gerald Lambeau 
                         is a Field's Medal winner. 
                         Combunatorial Mathematics. 1986.

               The students stare blankly.

                                     LAMBEAU
                         Hello.

                                     SEAN
                         The Field's Medal is the Nobel Prize 
                         for math.
                              (beat)
                         But it's only given out every four 
                         years.

               A beat.

                                     SEAN
                         Okay, that's all for today. Try and 
                         get through Fernald by Monday.

               The class starts to pack up and file out. Lambeau approaches 
               Sean who steps down from the lectern.

                                     LAMBEAU
                         Good to see you.

                                     SEAN
                         Good to see you.

                                     LAMBEAU
                         Is there someplace we can talk?

                                                                    CUT TO:

               EXT. HARVARD SQUARE -- NIGHT

               Will and Skylar on their first date. They watch a street 
               MAGICIAN doing tricks with a rabbit. The guy's tricks are 
               pretty good, but his on-stage persona could use some work. 
               He is incessantly repeating the phrase "this is the rabbit, 
               the rabbit really does the tricks." Will gives Skylar a look 
               and they move on.

                                                                    CUT TO:

               INT. TOY STORE -- LATER

               Will and Skylar walk into the small shop.

                                     SKYLAR
                         I don't know, it was just kind of 
                         the boring suburban thing. Private 
                         school, Harvard, and now Med. School.
                              (Beat)
                         I actually figured out that at the 
                         end of it, my brain will be worth a 
                         quarter of a million dollars. I 
                         shouldn't have told you that...

                                     WILL
                         I bet your parents were happy to 
                         pay.

                                     SKYLAR
                         I was happy to pay. I inherited the 
                         money.

                                     WILL
                         Is Harvard gettin' all that money?

                                     SKYLAR
                         Stanford. I'm leaving in June after 
                         I graduate.

                                     WILL
                         So you just want to use me and go?

                                     SKYLAR
                         Well, I'm gonna experiment on you 
                         for my anatomy class, then go.

                                     WILL
                         In that case, fine.
                              (beat)
                         Want to see my magic trick?

                                     SKYLAR
                         Sure.

               Will, pulls out a bulging HANDFUL OF CARAMELS.

                                     WILL
                         Now, I'm gonna make all these caramels 
                         disappear.

                                     SKYLAR
                         Okay...

               Will goes into all manner of hocus-pocus theatrics. Then 
               shakes his hand wildly. The trick doesn't pan out and the 
               caramels go flying all over the store. Skylar laughs.

                                     WILL
                         It works better when I have my rabbit.

                                                                    CUT TO:

               INT. LOCKOBER RESTAURANT -- NIGHT

               Lambeau and Sean share a table at this exclusive restaurant.

               Sean seems slightly out of place in his wrinkled sport coat.

                                     LAMBEAU
                         I didn't see you at the reunion.

                                     SEAN
                         I've been busy.

                                     LAMBEAU
                         You were missed.
                              (beat)
                         How long has it been since we've 
                         seen each other?

                                     SEAN
                         Since Nancy died.

                                     LAMBEAU
                         I'm sorry, that damn conference--

                                     SEAN
                         I got your card.

               INT. HARVARD SQ. DINER: "THE TASTY" -- NIGHT

               A FRY COOK hands Will and Skylar a pair of CHEESEBURGERS.

                                     SKYLAR
                         Have you ever seen Annie Hall?

                                     WILL
                         No.

                                     SKYLAR
                         Well, there's this part of the movie 
                         that's about how there's always this 
                         tension on a first date where both 
                         people are thinking about what's 
                         going to happen with the whole 'good 
                         night kiss' thing.

               Will smiles.

                                     WILL
                         I really don't 'date' that much.

                                     SKYLAR
                              (laughs)
                         You know what I mean. I know you've 
                         at least thought about it.

                                     WILL
                         No I haven't...

                                     SKYLAR
                         Yes you have. You were thinking you 
                         were gonna get a good night kiss.

                                     WILL
                              (mock protest)
                         No I wasn't...

                                     SKYLAR
                         Yes you were.

                                     WILL
                         I was kinda' hopin' to get a "good 
                         night laid" but... I'll take a kiss.

               She laughs.

                                     SKYLAR
                         Oh, you will?

                                     WILL
                         No... I was hoping to get a kiss.

                                     SKYLAR
                         Then why don't we just get it out of 
                         the way.

               He looks at her.

                                     WILL
                         Now?

               Both of them have cheeseburger in their mouths.

                                     SKYLAR
                         Yeah.

               They kiss, mouths full of burger. It's nice. A beat.

                                     SKYLAR
                         That had to be the worst good night 
                         kiss...

               Will laughs.

                                     WILL
                         Hey, look lady, I'm just here for 
                         the free food.

               She smiles.

                                     SKYLAR
                         Free?

                                     WILL
                         Hey, I spent all my money on those 
                         caramels.

               She laughs.

                                                                    CUT TO:

               INT. LOCKOBER RESTAURANT -- SAME

               Lambeau and Sean, having finished their meal. Lambeau has 
               been pitching Sean.

                                     SEAN
                         I've been busy, Gerry. I got a full 
                         schedule.

                                     LAMBEAU
                         This kid's special, Sean. I've never 
                         seen anything like him.

                                     SEAN
                         Not much free time, Gerry.

                                     LAMBEAU
                         Have you ever heard of a man named 
                         Ramanujan?

               Sean nods his head.

                                     SEAN
                         Yeah.

                                     LAMBEAU
                         He was alive over a hundred years 
                         ago.  He was Indian. Dots, not 
                         feathers...

               Sean finishes the joke. Lambeau chuckles.

                                     LAMBEAU
                         So this Ramanujan lived in a tiny 
                         hut in India. No formal education, 
                         no access to other works. But he 
                         came across an old math book and 
                         from this basic text he was able to 
                         extrapolate theories that had baffled 
                         mathematicians for years.

                                     SEAN
                         And he mailed it to Hardy--

                                     LAMBEAU
                         That's right, Sean. He mailed it to 
                         a professor at Cambridge who 
                         immediately recognized the brilliance 
                         in his work and brought Ramanujan to 
                         England.

                                     SEAN
                         Where he contracted pneumonia and 
                         died at a young age--

                                     LAMBEAU
                         They worked together for the remainder 
                         of their lives, producing some of 
                         the most exciting math theory ever 
                         done.  Ramanujan's genius was 
                         unparalleled, Sean. This boy is like 
                         that. But he's very defensive and I 
                         need someone who can get through to 
                         him.

                                     SEAN
                         Why me?

                                     LAMBEAU
                         I need someone with your kind of 
                         background.

                                     SEAN
                         My kind of background?

                                     LAMBEAU
                         You're from the same neighborhood. 
                         South Boston.

                                     SEAN
                         He's from Southie? How many people 
                         did you try before you came to me?

                                     LAMBEAU
                              (looks squarely at 
                              Sean)
                         Five.

               Sean gives a slight, knowing smile.

                                     SEAN
                         Who? Barry, Henry, Rick...

               Lambeau nods.

                                     SEAN
                         Not Rick? You didn't send him to 
                         Rick?

                                     LAMBEAU
                         Just meet with the boy once a week.

                                     SEAN
                         Can we do it at my office?

                                     LAMBEAU
                         That would be fine.

               The waiter comes with the CHECK. Each man reaches for it.

                                     LAMBEAU
                         Sean, please.

                                     SEAN
                         I got it.

                                     LAMBEAU
                         It's on the college.

               Sean relents.

                                                                    CUT TO:

               EXT. BUNKER HILL CAMPUS -- MORNING

               Establishing shot of the red-brick campus. Planes land at 
               nearby Logan airport. Will walks up the steps.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Sean's office is comfortable. Books are stacked against the 
               wall. There is a PAINTING on the wall behind Sean. Sean is 
               seated behind a desk. Lambeau sits in a chair in the back of 
               the room, next to Tom. A long beat passes, they wait.

                                     LAMBEAU
                         Any vulnerability he senses, he'll 
                         exploit.

                                     SEAN
                         I'll be okay.

                                     LAMBEAU
                         It's a poker game with this young 
                         man.  Don't let him see what you've 
                         got.

               Sean nods. Will walks in. Everyone stands to greet Will.

                                     LAMBEAU
                         Hello, Will. Any trouble finding the 
                         place?

                                     WILL
                         No.

                                     LAMBEAU
                         Will, this is Sean Maguire. Sean, 
                         Will Hunting.

               Sean and Will nod. An awkward moment as the four men stand.

                                     LAMBEAU
                         Well, let's get started.

                                     WILL
                         Yeah, let's let the healing begin.

               Lambeau is slightly embarrassed. Sean smiles at Will's joke.

                                     SEAN
                         Would you excuse us?

                                     LAMBEAU
                         Tom.

                                     SEAN
                         You too, Gerry.

               Lambeau looks at Sean, surprised. Sean's stare is unwavering.

               After an awkward moment, Lambeau goes, leaving Sean and Will 
               alone. Will doesn't look at Sean for more than a second. He 
               seems more interested in the room. There is a long silence 
               as Sean watches Will.

                                     SEAN
                         Hello, Will. I'm Sean Maguire.

               A smile crosses Will's face as he walks to his chair and 
               sits.

               He lights a cigarette. Sean continues to watch him. Finally-

                                     SEAN
                         Where are you from in Southie?

                                     WILL
                         Did you buy all these books retail, 
                         or do you send away for like a "shrink 
                         kit" that comes with all these volumes 
                         included?

                                     SEAN
                         Have you read all these books, Will?

                                     WILL
                         Probably not.

                                     SEAN
                              (indicating a shelf)
                         How about the ones on that shelf?

               Will's eyes flicker up to the shelf for an instant.

                                     WILL
                         Yeah, I read those.

                                     SEAN
                         What did you think?

                                     WILL
                         I'm not here for a fuckin' book 
                         report.  They're your books, why 
                         don't you read 'em?

                                     SEAN
                         I did.

                                     WILL
                         That must have taken you a long time.

                                     SEAN
                         Yeah, it did take me a long time.

               Sean says this with pride. His determined stare and confident 
               manner catch Will a bit off guard. Will rises from his chair 
               and goes to the shelf.

                                     WILL
                              (looking at book)
                         "A History of the United States, 
                         Volume I." If you want to read a 
                         real history book, read Howard Zinn's 
                         "A People's History of the United 
                         States." That book will knock you on 
                         your ass.

                                     SEAN
                         How about Noam Chomsky's 
                         "Manufacturing Consent?"

                                     WILL
                         You people baffle me. You spend all 
                         this money on beautiful, fancy books-- 
                         and they're the wrong fuckin' books.

                                     SEAN
                         You think so?

                                     WILL
                         Whatever blows your hair back.

               Will returns to his chair. Pause.

                                     SEAN
                              (indicating cigarette)
                         Guy your age shouldn't smoke so much.
                         Stunt your growth.

                                     WILL
                         You're right. It really gets in the 
                         way of my jazzercizing.

               Sean does not seem at all affected by Will's attitude. He 
               remains behind the big desk with almost half a smile on his 
               face. Will is aware of Sean's confidence.

                                     WILL
                         Do you lift?

                                     SEAN
                         Yes, I do.

                                     WILL
                         Nautilus?

                                     SEAN
                         Free weights.

                                     WILL
                         Oh yeah? Me too. What do you bench?

                                     SEAN
                         285. 

                                     WILL
                         Oh.

               Will gets up again and moves around his chair to Sean's 
               painting. It is a picture of an old sailboat in a tremendous 
               storm -- by no means a masterpiece. Will studies it.

                                     WILL
                         You paint this?

                                     SEAN
                         Yeah. Do you paint?

                                     WILL
                         No.

                                     SEAN
                         Crayons?

                                     WILL
                         This is a real piece of shit.

                                     SEAN
                         Tell me what you really think.

                                     WILL
                         Poor color composition, lousy use of 
                         space. But that shit doesn't really 
                         concern me.

                                     SEAN
                         What does?

                                     WILL
                         The color here, see how dark it is? 
                         It's interesting.

                                     SEAN
                         What is?

                                     WILL
                         I think you're one step away from 
                         cutting your ear off.

                                     SEAN
                         Oh, "Starry Night" time, huh?

                                     WILL
                         You ever heard the saying, "any port 
                         in a storm?"

                                     SEAN
                         Sure, how 'bout "still waters run 
                         deep"-

                                     WILL
                         --Well, maybe that means you.

                                     SEAN
                         Maybe what mea--

                                     WILL
                         Maybe you were in the middle of a 
                         storm, a big fuckin' storm -- the 
                         waves were crashing over the bow, 
                         the Goddamned mast was about to snap, 
                         and you were crying for the harbor. 
                         So you did what you had to do, to 
                         get out.  Maybe you became a 
                         psychologist.

                                     SEAN
                         Maybe you should be a patient and 
                         sit down.

                                     WILL
                         Maybe you married the wrong woman.

                                     SEAN
                         Watch your mouth.

                                     WILL
                         That's it isn't it? You married the 
                         wrong woman. She leave you? Was she 
                         bangin' someone else?

               Sean is walking slowly towards Will.

                                     WILL
                         How are the seas now, D--

               In a flash, Sean has Will by the throat. Will is helpless.

                                     SEAN
                         If you ever disrespect my wife 
                         again... I will end you.

                                     WILL
                         Time's up.

                                                                    CUT TO:

               INT. HALLWAY -- CONTINUOUS

               Will walks out of Sean's office past Lambeau and Tom who are 
               sitting in the hallway.

                                     WILL
                         At ease, gentlemen.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Sean stands behind his desk in his office, still very much 
               on edge. Lambeau walks in.

                                     LAMBEAU
                         Five minutes, Sean. Are you okay?

               A pause, Sean is staring at his painting.

                                     LAMBEAU
                         I'll understand if you don't want to 
                         meet with him again.

                                     SEAN
                         Thursday, four o'clock. Make sure 
                         the kid is here.

                                                                    CUT TO:

               EXT. WONDERLAND RACETRACK -- DAY

               Will and Skylar sit in the stands watching the dogs run. 
               They ad lib teasing one another about England, Ireland, and 
               America.

                                     SKYLAR
                         You grew up around here?

                                     WILL
                         Not far from here, South Boston.

                                     SKYLAR
                         How was that?

                                     WILL
                         Pretty boring, I guess.

               She smiles.

                                     SKYLAR
                         I bet you have a great family.

                                     WILL
                         You know, nothing special.

                                     SKYLAR
                         You have a lot of brothers and 
                         sisters?

                                     WILL
                         Do I have a lot of brothers and 
                         sisters?

                                     SKYLAR
                         Yeah.

                                     WILL
                         Well, Irish Catholic. What do you 
                         think?

                                     SKYLAR
                         How many?

                                     WILL
                         You wouldn't believe me if I told 
                         you.

                                     SKYLAR
                         What, five?

               Will shakes his head.

                                     SKYLAR
                         Seven?

               Will shakes his head. Smiles.

                                     SKYLAR
                         Come on.

                                     WILL
                         I have twelve big brothers.

                                     SKYLAR
                         Not a chance.

                                     WILL
                         Yup, you're lookin' at lucky thirteen.

                                     SKYLAR
                         Bullshit.

                                     WILL
                         I swear to God.

                                     SKYLAR
                         Your house must have been a zoo.

                                     WILL
                         It was great. There was always someone 
                         to play with, give you advice.

                                     SKYLAR
                         Do you know all their names?

                                     WILL
                         'Course I do, they're my brothers.

                                     SKYLAR
                         Well...

                                     WILL
                         Marky, Ricky, Danny, Terry, Mikey, 
                         Davey, Timmy, Tommy, Joey, Robby, 
                         Johnny, and Brian.

                                     SKYLAR
                              (laughing)
                         Do you keep in touch with them?

                                     WILL
                         All the time. We all live in Southie. 
                         I live with three of them now.

               Skylar smiles.

                                     SKYLAR
                         I want to meet them.

                                     WILL
                         We'll do that.

                                                                    CUT TO:

               INT. SEAN'S APARTMENT -- NIGHT

               As we pan across Sean's small apartment, we find it strewn 
               with dirty clothes and the sink full of dishes. Although, if 
               it weren't for the clutter, the place would feel pretty bare. 
               A framed SPORTS ILLUSTRATED cover featuring a screaming Larry 
               Bird and entitled "CELTIC PRIDE" hangs on the wall. Sean 
               sits at the table next to another nearly empty bottle of 
               BUSHMILL'S IRISH WHISKEY. He is deep in thought.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Will strolls into the office. Sean is waiting there behind 
               his desk. He seems different. More calm. Will and Sean stare 
               at each other for a long moment.

                                     WILL
                         You again. How the paintin' coming?

               Sean stands up.

                                     SEAN
                         Come with me.

                                                                    CUT TO:

               EXT. BOSTON COMMON -- MINUTES LATER

               Sean and Will sit in the bleachers at the mostly empty park.

               They look out over a small pond, in which a group of 
               schoolchildren on a field trip ride the famous Swan Boats.

                                     WILL
                         So what's with this place? You have 
                         a swan fetish? Is this something 
                         you'd like to talk about?

                                     SEAN
                         I was thinking about what you said 
                         to me the other day, about my 
                         painting. I stayed up half the night 
                         thinking about it and then something 
                         occurred to me and I fell into a 
                         deep peaceful sleep and haven't 
                         thought about you since. You know 
                         what occurred to me?

                                     WILL
                         No.

                                     SEAN
                         You're just a boy. You don't have 
                         the faintest idea what you're talking 
                         about.

                                     WILL
                         Why thank you.

                                     SEAN
                         You've never been out of Boston.

                                     WILL
                         No.

                                     SEAN
                         So if I asked you about art you could 
                         give me the skinny on every art book 
                         ever written... Michelangelo? You 
                         know a lot about him I bet. Life's 
                         work, criticisms, political 
                         aspirations. But you couldn't tell 
                         me what it smells like in the Sistine 
                         Chapel. You've never stood there and 
                         looked up at that beautiful ceiling. 
                         And if I asked you about women I'm 
                         sure you could give me a syllabus of 
                         your personal favorites, and maybe 
                         you've been laid a few times too.
                         But you couldn't tell me how it feels 
                         to wake up next to a woman and be 
                         truly happy. If I asked you about 
                         war you could refer me to a bevy of 
                         fictional and non-fictional material, 
                         but you've never been in one. You've 
                         never held your best friend's head 
                         in your lap and watched him draw his 
                         last breath, looking to you for help. 
                         And if I asked you about love I'd 
                         get a sonnet, but you've never looked 
                         at a woman and been truly vulnerable. 
                         Known that someone could kill you 
                         with a look. That someone could rescue 
                         you from grief. That God had put an 
                         angel on Earth just for you.  And 
                         you wouldn't know how it felt to be 
                         her angel. To have the love be there 
                         for her forever. Through anything, 
                         through cancer. You wouldn't know 
                         about sleeping sitting up in a 
                         hospital room for two months holding 
                         her hand and not leaving because the 
                         doctors could see in your eyes that 
                         the term "visiting hours" didn't 
                         apply to you. And you wouldn't know 
                         about real loss, because that only 
                         occurs when you lose something you 
                         love more than yourself, and you've 
                         never dared to love anything that 
                         much. I look at you and I don't see 
                         an intelligent confident man, I don't 
                         see a peer, and I don't see my equal. 
                         I see a boy. Nobody could possibly 
                         understand you, right Will? Yet you 
                         presume to know so much about me 
                         because of a painting you saw.  You 
                         must know everything about me.  You're 
                         an orphan, right?

               Will nods quietly.

                                     SEAN
                         Do you think I would presume to know 
                         the first thing about who you are 
                         because I read "Oliver Twist?" And I 
                         don't buy the argument that you don't 
                         want to be here, because I think you 
                         like all the attention you're getting. 
                         Personally, I don't care. There's 
                         nothing you can tell me that I can't 
                         read somewhere else.  Unless we talk 
                         about your life. But you won't do 
                         that. Maybe you're afraid of what 
                         you might say.

               Sean stands,

                                     SEAN
                         It's up to you.

               And walks away.

                                                                    CUT TO:

               INT. CONSTRUCTION SITE -- DAY

               Will and Chuckie doing demo at the site. They throw 
               cinderblocks out a window into a pile. They are filthy.

                                                                    CUT TO:

               EXT. SOUTH BOSTON STREET -- NIGHT

               Rain pounds South Boston. Chuckie sits with the Cadillac 
               fiddling, humming to the radio. Morgan and Billy sit in the 
               back, sharing a case of beer. Will is at a pay phone.

               INT. SKYLAR'S ROOM -- NIGHT

                                     SKYLAR
                         Hello?

               Will hangs up and runs back to the car, soaked.

                                     CHUCKIE
                         Who'd you call?

                                     WILL
                         No one. I didn't have the number.

                                     MORGAN
                         What are you, retarded? You went all 
                         the way out there in the rain and 
                         you didn't have the number?

                                     WILL
                         No, it was your mother's 900 number. 
                         I just ran out of quarters.

               Laughter. Chuckie pulls away from the curb.

                                     MORGAN
                         Why don't we get off mothers, I just 
                         got off yours.

               There is a long moment of silence in response to Morgan's 
               attempt at levity. Then laughter.

                                     BILLY
                         You're a pretty funny guy. Here, 
                         have a nickel.

               Billy WHIPS his EMPTY BEER CAN off of Morgan's head.

                                     MORGAN
                         Keep fuckin' with me. Watch what 
                         happens.

                                     BILLY
                         All right, then.

                                     MORGAN
                         Watch what happens.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Will sits across from Sean completely silent and takes out a 
               pack of cigarettes.

                                     SEAN
                         No smoking.

               Will puts the cigarettes away. Sean stares at Will and 
               occasionally at the clock. Sean continues to check the clock 
               on the wall. It is the only clock in the room and it is BEHIND 
               Will. Their hour is almost up.

               CLOSE ON: WILL'S EYES INTERCUT WITH THE CLOCK.

               He is counting seconds. As the second hand crosses the twelve, 
               Will stands up and walks out, leaving Sean alone.

               INT. HALLWAY -- LATER

               Lambeau and Sean walk down the hallway after the session.

                                     LAMBEAU
                         What do you mean "he didn't talk?" 
                         You sat there for an hour?

                                     SEAN
                         No, he just sat there and counted 
                         the seconds until the session was 
                         over. It was pretty impressive, 
                         actually.

                                     LAMBEAU
                         Why would he do that?

                                     SEAN
                         To show me he doesn't have to talk 
                         to me if he doesn't want to.

                                     LAMBEAU
                         Oh, what is this? Some kind of staring 
                         contest between two kids from the 
                         "old neighborhood?"

                                     SEAN
                         I won't talk first.

               EXT. WILL'S APARTMENT -- EVENING

               Chuckie drops Will off at his apartment, watches him [Will] 
               walk up the steps.

                                                               DISSOLVE TO:

               EXT. WILL'S APARTMENT -- MORNING

               Chuckie pulls up to the curb and walks up the steps to Will's 
               front door. After a beat, Will emerges. They get back in 
               [the car].

                                                                    CUT TO:

               EXT. CONSTRUCTION SITE -- DAY

               Will and Chuckie at work. Chuckie shows Will how to be a 
               man.

               INT. L STREET BAR & GRILLE, SOUTH BOSTON -- NIGHT

               The bar is a bit more crowded than usual. Will and Chuckie 
               walk back to their table, carrying beers. They pass a table 
               of GIRLS, local regulars getting just as bombed as the guys. 
               These girls are a little overdone. Too much make-up, too 
               much hairspray, and too much body for such tight outfits. 
               One of the girls, KRYSTYN, smiles at Will who seems subdued.

                                     KRYSTYN
                         Hi, Will.

                                     WILL
                         How you doin', Krystyn.

               They pass the table of girls. Chuckie looks at one, ruefully.

                                     CHUCKIE
                         I didn't get on Cathy last night.

                                     WILL
                         Why not?

                                     CHUCKIE
                         I don't know.

               Chuckie turns back to one of the girls, calling out:

                                     CHUCKIE
                         Cathy! Why didn't you give me none 
                         of your twat last night?

               A girl at the table, CATHY, holds up her PINKY FINGER and 
               smiles -- revealing a mouthful of MISSING TEETH.

                                     CATHY
                         Fuck you and your Irish curse, 
                         Chuckie!

                                     CHUCKIE
                         She's missin' teeth, Will.

               Will nods, not really into it tonight.

                                     CHUCKIE
                         Plus, it's like, five to two Morgan 
                         ends up marryin' her. There's only 
                         so many times you can bang your 
                         friend's future wife...

               They get to the table. Will's heart just isn't in it.

                                     WILL
                         I'm takin' off.

                                     ALL
                         We're goin' late night.

                                     WILL
                         I'm tired.

                                                                    CUT TO:

               INT. LAMBEAU'S OFFICE -- DAY

               Will and Lambeau work together at the board. They communicate 
               non-verbally as they collaborate on a problem. After a 
               particularly amusing series of numbers, they share a look 
               and laugh.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Will and Sean sit in silence. A long moment passes. Sean 
               casually reclines in his chair, disinterested. Will restlessly 
               looks around the room and then back to Sean. An odd half 
               smile crosses Sean's face. After a moment:

                                     WILL
                         You know, I was on this plane once. 
                         And I'm sittin' there and the captain 
                         comes on and is like "we'll be 
                         cruising at 35,000 feet," and does 
                         his thing, then he puts the mike 
                         down but forgets to turn it off. 
                         Then he says "man, all I want right 
                         now is a blow-job and a cup of 
                         coffee."  So the stewardess goes 
                         runnin' up towards the cock-pit to 
                         tell him the mike's still on, and 
                         this guy in the back of the plane 
                         goes "don't forget the coffee!"

                                     SEAN
                              (smiles)
                         You've never been on a plane.

                                     WILL
                         I know, but the joke's better if I 
                         tell it in the first person.

               A beat.

                                     WILL
                         I have been laid you know.

               Sean smiles.

                                     SEAN
                         Yeah? You got a lady now?

                                     WILL
                         Yeah, I went on a date last week.

                                     SEAN
                         How'd it go?

                                     WILL
                         Fine.

                                     SEAN
                         Well, are you going out again?

                                     WILL
                         I don't know.

                                     SEAN
                         Why not?

                                     WILL
                         Haven't called her.

                                     SEAN
                         Jesus Christ, you are an amateur.

                                     WILL
                         I know what I'm doing. She's different 
                         from the other girls I met. We have 
                         a really good time. She's smart, 
                         beautiful, fun...

                                     SEAN
                         So Christ, call her up.

                                     WILL
                         Why? So I can realize she's not so 
                         smart. That she's boring. You don't 
                         get it. Right now she's perfect, I 
                         don't want to ruin that.

                                     SEAN
                         And right now you're perfect too. 
                         Maybe you don't want to ruin that.

               Will says nothing.

                                     SEAN
                         Well, I think that's a great 
                         philosophy Will, that way you can go 
                         through your entire life without 
                         ever having to really know anybody.

               Sean looks directly at Will, who looks away. A beat.

                                     SEAN
                         My wife used to turn the alarm clock 
                         off in her sleep. I was late for 
                         work all the time because in the 
                         middle of the night she'd roll over 
                         and turn the damn thing off. 
                         Eventually I got a second clock and 
                         put it under my side of the bed, but 
                         it got to where she was gettin' to 
                         that one too. She was afraid of the 
                         dark, so the closet light was on all 
                         night. Thing kept me up half the 
                         night.  Eventually I'd fall asleep, 
                         out of sheer exhaustion and not wake 
                         up when I was supposed to cause she'd 
                         have already gotten to my alarms.

               Will smiles, Sean takes a beat.

                                     SEAN
                         My wife's been dead two years, Will. 
                         And when I think about her, those 
                         are the things I think about most. 
                         Little idiosyncrasies that only I 
                         knew about.  Those made her my wife. 
                         And she had the goods on me too. 
                         Little things I do out of habit. 
                         People call these things imperfections 
                         Will. It's just who we are. And we 
                         get to choose who we're going to let 
                         into out weird little worlds. You're 
                         not perfect. And let me save you the 
                         suspense, this girl you met isn't 
                         either. The question is, whether or 
                         not you're perfect for each other.  
                         You can know everything in the world, 
                         but the only way you're findin' that 
                         one out is by giving it a shot. You 
                         sure won't get the answer from an 
                         old fucker like me. And even if I 
                         did know, I wouldn't tell you.

               Will smiles. A beat.

                                     WILL
                         Why not? You told me every other 
                         fuckin' thing. You talk more than 
                         any shrink I ever met.

               Sean laughs.

                                     SEAN
                         I teach this shit, I didn't say I 
                         knew how to do it.

                                     WILL
                         You ever think about gettin' 
                         remarried?

                                     SEAN
                         My wife's dead.

                                     WILL
                         Hence, the word remarried.

                                     SEAN
                         My wife's dead.

                                     WILL
                         Well I think that's a wonderful 
                         philosophy, Sean. That way you can 
                         go through the rest of your life 
                         without having to really know anyone.

               A beat. Sean smiles.

                                     SEAN
                         Time's up.

                                                                    CUT TO:

               EXT. SKYLAR'S DORM -- AFTERNOON

               Will is waiting outside the door for someone to come out -- 
               so he can go in.

               INT. SKYLAR'S DORM -- AFTERNOON

               The door to Skylar's dorm is partially open. Will stands 
               outside while Skylar remains on the threshold.

                                     SKYLAR
                         Where have you been?

                                     WILL
                         I'm sorry, I been real busy.

                                     SKYLAR
                         You were busy? You know, I really 
                         was waiting for you to call me.

                                     WILL
                         Sorry. I'm sorry. Give me another 
                         crack at it. Let me take you out.

                                     SKYLAR
                         You should have called. I have an "O-
                         chem" lab due tomorrow and it's 
                         impossible.
                              (beat)
                         It's not an excuse dummy. I want to 
                         go out with you. But look:

               She holds up her Lab. Will glances at it.

                                     SKYLAR
                         Tomorrow?

                                     WILL
                         Promise?

                                     SKYLAR
                         If you bring the caramels.

               Will smiles.

                                                                    CUT TO:

               EXT. HARVARD SQUARE -- LATER

               Will sits in an outdoor cafe, thinking. After a beat, he 
               leans over to two students working at a nearby table, borrows 
               a pen and paper and starts writing.

                                                                    CUT TO:

               EXT. SKYLAR'S DORM -- DAY

               Will is a solitary figure strolling across the lawn. He stops 
               at Skylar's dorm and knocks on the door.

                                                                    CUT TO:

               INT. SKYLAR'S DORM -- DAY

               She emerges. He hands her the paper he was working on. It is 
               her O-chem lab.

                                     WILL
                         I couldn't wait till tomorrow.

                                     SKYLAR
                         How the hell did you do that?

                                     WILL
                         Didn't your mother ever tell you not 
                         to look a gift horse in the mouth?

                                     SKYLAR
                         I'm supposed to understand this.

                                     WILL
                         You're not going into surgery tomorrow 
                         are you?

                                     SKYLAR
                         No.

                                     WILL
                         Then let's go have some fun.

               With a smile, she relents.

               INT. SEAN'S OFFICE -- DAY

               Sean and Will in session.

                                     SEAN
                         Really? How'd the date go?

                                     WILL
                         Do you still counsel veterans?
                              (beat)
                         I read your book last night.

                                     SEAN
                         No, I don't.

                                     WILL
                         Why not?

                                     SEAN
                         I gave that up when my wife got sick.

                                     WILL
                         Is that why you didn't write anything 
                         else?

                                     SEAN
                              (smiles)
                         I didn't write anything else 'cause 
                         nobody, including most of my 
                         colleagues bothered to read the first 
                         one.

                                     WILL
                         Well, I've read you colleagues. Your 
                         book was good, Sean.
                              (beat)
                         All those guys were in your platoon?

                                     SEAN
                         Yeah.

                                     WILL
                         What happened to that guy from 
                         Kentucky?

                                     SEAN
                         Lon? He got married. He has a kid. I 
                         kind of lost touch with him after 
                         Nancy got sick.

                                     WILL
                         Do you ever wonder what your life 
                         would be like if you never met your 
                         wife?

                                     SEAN
                         What? Do I wonder if I'd be better 
                         off if I never met my wife?

               Will starts to clarify his question.

                                     SEAN
                         No, that's okay. It's an important 
                         question. 'Cause you'll have your 
                         bad times, which wake you up to the 
                         good stuff you weren't paying 
                         attention to.  And you can fail, as 
                         long as you're trying hard. But 
                         there's nothing worse than regret.

                                     WILL
                         You don't regret meetin' your wife?

                                     SEAN
                         Why? Because of the pain I feel now? 
                         I have regrets Will, but I don't 
                         regret a singel day I spent with 
                         her.

                                     WILL
                         When did you know she was the one?

                                     SEAN
                         October 21, 1975. Game six of the 
                         World Series. Biggest game in Red 
                         Sox history, Me and my friends slept 
                         out on the sidewalk all night to get 
                         tickets. We were sitting in a bar 
                         waiting for the game to start and in 
                         walks this girl.  What a game that 
                         was. Tie game in the bottom of the 
                         tenth inning, in steps Carlton Fisk, 
                         hit a long fly ball down the left 
                         field line. Thirty-five thousand 
                         fans on their feet, screamin' at the 
                         ball to stay fair. Fisk is runnin' 
                         up the baseline, wavin' at the ball 
                         like a madman. It hits the foul pole, 
                         home run. Thirty-five thousand people 
                         went crazy. And I wasn't one of them.

                                     WILL
                         Where were you?

                                     SEAN
                         I was havin' a drink with my future 
                         wife.

                                     WILL
                         You missed Pudge Fisk's homerun to 
                         have a drink with a woman you had 
                         never met?

                                     SEAN
                         That's right.

                                     WILL
                         So wait a minute. The Red Sox haven't 
                         won a World Series since nineteen 
                         eighteen, you slept out for tickets, 
                         games gonna start in twenty minutes, 
                         in walks a girl you never seen before, 
                         and you give your ticket away?

                                     SEAN
                         You should have seen this girl. She 
                         lit up the room.

                                     WILL
                         I don't care if Helen of Troy walked 
                         into that bar! That's game six of 
                         the World Series!

               Sean smiles.

                                     WILL
                         And what kind of friends are these? 
                         They let you get away with that?

                                     SEAN
                         I just slid my ticket across the 
                         table and said "sorry fellas, I gotta 
                         go see about a girl."

                                     WILL
                         "I gotta go see about a girl"? What 
                         did they say?

                                     SEAN
                         They could see that I meant it.

                                     WILL
                         You're kiddin' me.

                                     SEAN
                         No Will, I'm not kiddin' you. If I 
                         had gone to see that game I'd be in 
                         here talkin' abouta girl I saw at a 
                         bar twenty years ago. And how I always 
                         regretted not goin' over there and 
                         talkin' to her. I don't regret the 
                         eighteen years we were married. I 
                         don't regret givin' up counseling 
                         for six years when she got sick. I 
                         don't regret being by her side for 
                         the last two years when things got 
                         real bad. And I sure as Hell don't 
                         regret missing that damn game.

               A beat. Will is impressed.

                                     WILL
                         Would have been nice to catch that 
                         game though.

                                     SEAN
                              (breaking)
                         Well hell, I didn't know Pudge was 
                         gonna hit the home run.

               They laugh.

                                                          TIME DISSOLVE TO:

               INT LAMBEAU'S OFFICE -- DAY

               The office is more crowded than usual. TOM and THREE of 
               LAMBEAU'S COLLEAGUES including the esteemed ALEXANDER PEKEC 
               are in the room. Will sits at a work-station which projects 
               a proof of his [Will's] onto the chalkboard. Lambeau stands 
               beside the projected image at the board arguing with Pekec, 
               a foreign mathematician. The image is of a Ramses graph binary 
               tree.

                                     LAMBEAU
                         Alexander, I know your theory. The 
                         boy is updating, he's strategy 
                         stealing...

                                     PEKEC
                         With a Ramses graph on the binary 
                         tree--

                                     LAMBEAU
                         --But what he's doing, he's attaching 
                         an edge to the adjacent vertex. He 
                         can always failsafe to either side--

                                     PEKEC
                         Maker can. This is not new, Gerry!

               Pekec starts writing lines beside Will's proof on the board.

                                     PEKEC
                         But I can always garbage out
                              (writes frantically)
                         All the way to "N" to the minus one.

                                     LAMBEAU
                         No, there's a limit.

                                     PEKEC
                         The limit is not found!
                              (turns to Will)
                         The limit is not found.

                                     WILL
                         But I can always go to the other 
                         side.

                                     PEKEC
                         There is no proof--

               Lambeau can no longer contain himself.

                                     LAMBEAU
                         Maker builds "K" to the "N." N is 
                         three to the K times--

                                     PEKEC
                         --But--

                                     WILL
                         Look, I wrote it down.

               They turn to Will who places his proof on the projector. The 
               image is cast over their faces. It reads:

               As Pekec reads and the realization dawns on him:

                                     WILL
                         It's just simpler this way.

               Lambeau turns with satisfaction to an understanding Pekec.

                                     LAMBEAU
                         Alexander, your theory is changed.

                                                                    CUT TO:

               INT. SKYLAR'S ROOM -- NIGHT

               Will and Skylar in her room, post coital. They are wrapped 
               in a sheet. Will is absent-mindedly playing the memory game 
               SIMON.

               The pattern grows increasingly complex. After a beat:

                                     SKYLAR
                         Why do we always stay here?

                                     WILL
                         'Cause it's nicer than my place.

                                     SKYLAR
                         I've never seen your place.

                                     WILL
                         Exactly.

                                     SKYLAR
                         What about your friends? Or your 
                         brothers? When do I get to meet them?

                                     WILL
                         They don't come over here that much.

                                     SKYLAR
                         I think I can make it to South Boston.

                                     WILL
                         Aah, it's kind of a hike.

                                     SKYLAR
                         Is it me you're hiding from them or 
                         the other way around?

                                     WILL
                         All right, all right. We'll go.

                                     SKYLAR
                         When?

                                     WILL
                         Sometime. I don't know. Next week.

                                     SKYLAR
                         What if I said I wouldn't sleep with 
                         you again until you let me meet your 
                         friends?

                                     WILL
                         I'd say...
                              (reaches for phone)
                         It's only four in the mornin', they're 
                         prob'ly up.

               She laughs. Stops him.

                                     SKYLAR
                         You men are shameful. If you're not 
                         thinking of your wiener then you're 
                         acting on its behalf.

                                     WILL
                         Then on behalf of my wiener, I'd 
                         like to ask for an advance.

                                                                    CUT TO:

               INT. L STREET BAR & GRILLE -- LATER

               Skylar and Will sit together along with Will's gang. The 
               boys are considerably drunk, but it makes for good 
               entertainment.

               Everyone here is having fun including Sylar.

                                     MORGAN
                         Will, I can't believe you brought 
                         Skylar here when we're all wrecked. 
                         What's she gonna think about us?

                                     WILL
                         Yeah, Morgan. It's a real rarity 
                         that we'd be out drinkin'.

                                     BILLY
                         I've been shit faced for like two 
                         weeks.

                                     MORGAN
                         Oh great, tell her that! Now she 
                         really thinks we're problem drinkers!

                                     CHUCKIE
                         Two weeks? That's nothin'. My Uncle 
                         Marty? Will knows him. That guy 
                         fuckin' drinks like you've never 
                         seen! One night he was drivin' back 
                         to his house on I-93 -- Statie pulls 
                         him over.

                                     ALL
                         Oh shit.

                                     CHUCKIE
                         Guy's tryin' to walk the line -- but 
                         he can't even fuckin' stand up, and 
                         so my uncle's gonna spend a night in 
                         jail.  Just then there's this fuckin' 
                         BOOM like fifty yards down the road. 
                         Some guy's car hit a tree.

                                     MORGAN
                         Some other guy?

                                     CHUCKIE
                         Yeah, he was probably drunker than 
                         my Uncle, who fuckin' knows? So the 
                         cop goes "Stay here" And he goes 
                         runnin' down the highway to deal 
                         with the other crash. So, my Uncle 
                         Marty's standin' on the side of the 
                         road for a little while, and he's so 
                         fuckin' lit, that he forgets what 
                         he's waitin' for. So he goes, "Fuck 
                         it." He gets in his car and drives 
                         home.

                                     MORGAN
                         Holy shit.

                                     CHUCKIE
                         So in the morning, there's a knock 
                         on the door it's the Statie. So my 
                         Uncle's like, "Is there a problem?" 
                         And the Statie's like "I pulled you 
                         over and you took off."  And my 
                         Uncle's like "I never seen you before 
                         in my life, I been home all night 
                         with my kids." And Statie's like 
                         "Let me get in your garage!" So he's 
                         like "All right, fine." He takes 
                         around the garage and opens the door --
                         and the Statie's cruiser is in my 
                         Uncle's garage.

                                     ALL
                         No way! You're kiddin'!

                                     CHUCKIE
                         No, he was so hammered that he drove 
                         the police cruiser home. Fuckin' 
                         lights and everything!

                                     MORGAN
                         Did your Uncle get arrested?

                                     CHUCKIE
                         The fuckin' Trooper was so embarrassed 
                         he didn't do anything. The fuckin' 
                         guy had been drivin' around in my 
                         Uncle's car all night lookin' for 
                         the house.

               Everyone is laughing. Skylar speaks above the din.

                                     SKYLAR
                         There was this Irish guy, walking 
                         down the beach one day.

               She has everyone's attention. Will is nervous.

                                     SKYLAR
                         And he comes across a bottle, and 
                         this Genie pops out. The genie turns 
                         to the Irishman and says -- "You've 
                         released me from my prison, so I'll 
                         grant you three wishes." The Irish 
                         guy thinks for a minute and says 
                         "What I really want is a pint of 
                         Guiness that never empties."  And -- 
                         POOF! A bottle appears. He slams it 
                         down, and -- lo and behold -- it 
                         fills back up again.

               C/U of Will. Hoping the joke pans out.

                                     SKYLAR
                         Well, the Irish guy can't believe 
                         it. He drinks it again, and again -- 
                         BOOM!  It fills back up. So, while 
                         the Irish guy is marveling at his 
                         good fortune, The Genie is getting 
                         impatient, because it's hot and he 
                         wants to get on with his freedom. He 
                         says "Let's go, you have two more 
                         wishes." The Irish guy slams his 
                         drink again, it fills back up, he's 
                         still amazed. The Genie can't take 
                         it anymore. He says "Buddy, I'm 
                         boiling out here. What are your other 
                         two wishes?"
                              (beat)
                         The Irish guy looks at his drink, 
                         looks at the Genie and says... "I 
                         guess I'll have two more of these."

               The gang erupts with laughter.

                                     CHUCKIE
                         It's a good thing no one's Irish 
                         here.

                                     MORGAN
                         I'm Irish.

               Chuckie, Will look at Morgan, baffled.

               EXT. L STREET BAR & GRILLE -- LATER

               Everyone is walking out, saying good-bye. Chuckie goes over 
               to Will and Skylar.

                                     CHUCKIE
                         I'm glad you came by, changed my 
                         opinion of Harvard people.

                                     SKYLAR
                         See ya' Chuckie. I had fun.

               Chuckie heads towards Will to say goodnight.

                                     WILL
                         I don't know what the fuck you're 
                         doin'.  You're givin' us a ride.

                                     CHUCKIE
                         What do I look like, Al Cowlins?
                              (seriously)
                         You want to take my car, drop her 
                         off?

                                     WILL
                         I was countin' on it.

                                     MORGAN
                         Chuck, let's go.

                                     CHUCKIE
                         You're walkin' bitch, Will's takin' 
                         the car.

               Morgan mumbles something and staggers off. Billy follows 
               with an indifferent shrug.

                                     WILL
                         Thanks, Chuck.

                                     CHUCKIE
                         Don't get too slap-happy, you're 
                         takin' me home first.

                                     WILL
                         I don't know, Chuck. It's kinda outta 
                         the way.

                                     CHUCKIE
                         Just 'cause you don't have to sleep 
                         in the one room palace, don't start 
                         thinkin' you're bad.

                                     SKYLAR
                              (to Will)
                         I thought you said you'd show me 
                         your place.

                                     WILL
                         Not tonight.

                                     CHUCKIE
                         Yeah, not tonight. Not any other 
                         night.

               He knows, once you see that shit-hole he's gettin' dropped 
               like a bad habit.

                                     SKYLAR
                         I wanted to meet your brothers...

               Chuckie gives Will a curious look.

                                     WILL
                         They're all sleepin' now.
                              (a beat, to Chuckie)
                         Let me get those keys.

                                                                    CUT TO:

               INT. FACULTY CLUB -- NIGHT

               A cocktail party is underway. Professors mingle with

               representatives from high tech companies. Lambeau stands 
               holding a drink and surrounded by several RECRUITERS. 
               Apparently he's the star of the show.

                                     RECRUITER #1
                         What I want to know, Gerry, is when 
                         we get to meet this wonder-boy.

                                     LAMBEAU
                         We're still working together, the 
                         boy's a little rough.

                                     RECRUITER #2
                         We've got our share of eccentric 
                         geniuses at Tri-tech. We know how to 
                         deal with that.

                                     RECRUITER #3
                         I think we all do.

               Laughter.

                                     RECRUITER #1
                         If you're not exaggerating, Gerry--

                                     LAMBEAU
                         Was I exaggerating in nineteen eighty-
                         four when I told you I'd win the 
                         Field's medal within two years?

               More laughter.

                                     RECRUITER #1
                         In that case the boy could run 
                         shipping for us, routing--

                                     RECRUITER #2
                         You say he doesn't have a diploma, 
                         but we'll—

                                     RECRUITER #1
                         I don't need to see a driver's 
                         license.  I can think of three 
                         departments right now that he could 
                         head up for us.

                                     LAMBEAU
                         At ease, gentlemen. We're looking 
                         carefully at all our options.

                                     RECRUITER #3
                         All right, Gerry. Close to the vest.
                              (gives him his card)
                         Good luck with these vultures.

               He walks off.

                                                                    CUT TO:

               INT. TIMMY'S TAP -- DAY

               Timmy's Tap is a local watering hole, not unlike the L Street 
               Bar. Sean is at the bar, telling a joke to TIMMY (45) the 
               owner of the place, and several other REGULARS.

                                     SEAN
                         So she goes runnin' up the aisle and 
                         I figure "fuck it" and I yell out 
                         "don't forget the coffee!

               The men erupt in laughter. MARTY, one of the regulars pipe 
               up.

                                     MARTY
                         Bullshit! You didn't say that!

               Timmy and Sean exchange a look.

                                     TIMMY
                         Jesus Christ, Marty. It's a joke.

               Lambeau enters, a bit overdressed in his sport coat and tie.

                                     SEAN
                         Gerry! Any trouble finding the place?

                                     LAMBEAU
                         Not at all.

                                     SEAN
                         Timmy this is Gerry, an old friend 
                         of mine. We went to college together.

                                     TIMMY
                         Good to meet you.

                                     LAMBEAU
                         Pleasure to meet you.

                                     SEAN
                         Could we get a couple of sandwiches?
                              (beat, smiles)
                         Put it on my tab.

               Sean heads towards a table.

                                     TIMMY
                         You ever plan on payin' your tab?

                                     SEAN
                              (pulls out lottery 
                              ticket)
                         I got the winning numbers right here.

                                     TIMMY
                         What's the jackpot?

                                     SEAN
                         Twelve million.

                                     TIMMY
                         I don't think that'll cover it.

               Lambeau follows [Sean]. They sit.

                                     LAMBEAU
                         You're here quite a bit, then.

                                     SEAN
                         I live right around the corner.

                                     LAMBEAU
                         You moved?

                                     SEAN
                         I been here a couple years.

               There is an awkward moment.

                                     SEAN
                         You wanted to talk about Will?

                                     LAMBEAU
                         Seems like it's going well.

                                     SEAN
                         I think so.

                                     LAMBEAU
                         Well, have you talked to him at all 
                         about his future?

                                     SEAN
                         We haven't really gotten into it.

                                     LAMBEAU
                         Maybe you should. My phone's been 
                         ringing off the hook with job offers.

                                     SEAN
                         Jobs doing what?

                                     LAMBEAU
                         Cutting edge mathematics. Think tanks.
                         The kind of place where a mind like 
                         Will's is given free reign.

                                     SEAN
                         That's great, Gerry, that there's 
                         interest -- But I'm not sure he's 
                         ready for that.

                                     LAMBEAU
                         Sean, I really don't think you 
                         understand--

                                     SEAN
                         What don't I understand?

               Timmy comes over with the sandwiches.

                                     SEAN
                         Thanks, Timmy.

                                     LAMBEAU
                         Excuse me, Timmy. Could you help us?
                         We're trying to settle a bet.

                                     TIMMY
                         Uh-oh.

                                     LAMBEAU
                         Have you heard of Jonas Salk?

                                     TIMMY
                         Yeah, cured polio.

                                     LAMBEAU
                         You've heard of Albert Einstein?

               Timmy smiles. Gives him a look.

                                     LAMBEAU
                         How about Gerald Lambeau? Ever heard 
                         of him?

                                     TIMMY
                         No.

                                     LAMBEAU
                         Okay thank you, Timmy.

                                     TIMMY
                         So who won the bet?

                                     LAMBEAU
                         I did.

               A beat. Timmy leaves.

                                     LAMBEAU
                         This isn't about me. I'm nothing 
                         compared to this young man.
                              (beat)
                         Sean, in 1905 there were hundreds of 
                         Professors who were renowned for 
                         their study of the universe. But it 
                         was a 26-year-old Swiss Patent clerk, 
                         doing physics in his spare time, who 
                         changed the world, Sean. Can you 
                         imagine if Einstein had given that 
                         up? Or gotten drunk with his buddies 
                         in Vienna every night? All of us 
                         would have lost something. And I'm 
                         quite sure Timmy never would have 
                         heard of him.

                                     SEAN
                         Isn't that a little dramatic, Gerry?

                                     LAMBEAU
                         No, Sean. This boy has that gift. He 
                         just hasn't got the direction. We 
                         can give that to him.

               A beat.

                                     SEAN
                         He married his cousin.

                                     LAMBEAU
                         Who?

                                     SEAN
                         Einstein. Had two marriages, both 
                         trainwrecks.  The guy never saw his 
                         kids, one of whom, I think, ended up 
                         in an asylum- possible Unabomber 
                         addition--

                                     LAMBEAU
                         You see, Sean? That's exactly not 
                         the point. No one remembers that. 
                         They--

                                     SEAN
                         I do.

                                     LAMBEAU
                         Well, you're the only one.

               Beat.

                                     LAMBEAU
                         This boy can make contributions to 
                         the world. We can help him do that.

                                     SEAN
                         Just... take it easy, Gerry.

                                     LAMBEAU
                         Look, I don't know what else I can 
                         say.  I'm not sitting at home every 
                         night, twisting my mustache and 
                         hatching a plan to ruin the boy's 
                         life. But it's important to start 
                         early. I was doing advanced 
                         mathematics at eighteen and it still 
                         took me twenty-three years to do 
                         something worthy of a Field's medal.

                                     SEAN
                         Maybe he doesn't care about that.

               A beat.

                                     LAMBEAU
                         Sean, this is important. And it's 
                         above personal rivalry--

                                     SEAN
                         Now wait a minute, Gerry--

                                     LAMBEAU
                         No, no you hear me out, Sean. This 
                         young man is a true prodigy--

                                     SEAN
                         Personal rivalry? I'm not getting 
                         back at you.

                                     LAMBEAU
                         Look, you took one road and I took 
                         another. That's fine.

                                     SEAN
                         Is it Gerry? 'Cause I don't think 
                         it's fine with you. Give him time to 
                         figure out what he wants.

                                     LAMBEAU
                         That's a wonderful theory, Sean. It 
                         worked wonders for you.

               A beat. Lambeau gets up.

                                     LAMBEAU
                         Sean, I came here today out of 
                         courtesy.  I wanted to keep you in 
                         the loop. As we speak the boy is in 
                         a meeting I set up for him over at 
                         Tri-tech.

                                                                    CUT TO:

               INT. TRI-TECH LABORATORIES, OFFICE -- SAME

               Three well dressed TRI-TECH EXECUTIVES sit around a conference 
               table, which is littered with promotional brochures. The 
               executives exchange a confused look. One of them speaks.

                                     EXECUTIVE
                              (tentative)
                         Well, Will, I'm not exactly sure 
                         what you mean, we've already offered 
                         you a position..

               Cut to reveal: Chuckie sitting across from the executives, 
               hair combed down, wearing his Sunday best.

                                     CHUCKIE
                         Since this is obviously not my first 
                         time in such altercations, let me 
                         say this:

               Chuckie rubs the tips of his fingers together, indicating 
               "cash." The executives are baffled.

                                     CHUCKIE
                         Look, we can do this the easy way or 
                         the hard way.

               The executives are completely blank.

                                     CHUCKIE
                         At the current time I am looking at 
                         a number of different fields from 
                         which to disseminate which offer is 
                         most pursuant aid to my benefit.
                              (a beat)
                         What do you want? What do I want? 
                         What does anybody want? Leniency.

                                     EXECUTIVE
                         I'm not sure--

                                     CHUCKIE
                         --These circumstances are mitigated.
                         Right now. They're mitigated.

               Chuckie puts his hands up, as if getting a vibe from the 
               room.

                                     EXECUTIVE
                         Okay...

               Chuckie points to the third executive.

                                     CHUCKIE
                         He knows what I'm talking about.

               The third executive is baffled.

                                     CHUCKIE
                         A retainer. Nobody in this town works 
                         without a retainer. You think you 
                         can find someone who does, you have 
                         my blessin'. But I think we all know 
                         that person isn't going to represent 
                         you as well as I can.

                                     EXECUTIVE
                         Will, our offer starts you at eighty-
                         four thousand a year, plus benefits.

                                     CHUCKIE
                         Retainer...

                                     EXECUTIVE
                         You want us to give you cash right 
                         now?

                                     CHUCKIE
                         Allegedly, what I am saying is your 
                         situation will be concurrently 
                         improved if I had two hundred sheets 
                         in my pocket right now.

               The executives exchange looks and go for their wallets.

                                     EXECUTIVE
                         I don't think I... Larry?

                                     EXECUTIVE
                         I have about seventy-three...

                                     EXECUTIVE
                         Will you take a check?

                                     CHUCKIE
                         Come now... what do you think I am, 
                         a juvenile? You don't got any money 
                         on you right now. You think I'm gonna 
                         take a check?

                                     EXECUTIVE
                         It's fine, John, I can cover the 
                         rest.

                                     CHUCKIE
                         That's right, you know.
                              (turns to #1)
                         He knows.

               Chuckie stands up and takes the money.

                                     CHUCKIE
                              (to exec #1)
                         You're suspect. I don't know what 
                         your reputation is, but after the 
                         shit you tried to pull today, you 
                         can bet I'll be looking into it. Any 
                         conversations you want to have with 
                         me heretofore, you can have with my 
                         attorney. Gentlemen, keep your ears 
                         to the grindstone.

                                                                    CUT TO:

               EXT. AU BON PAIN COURTYARD, HARVARD SQUARE -- DAY

               Will and Skylar sit in the open courtyard of this Harvard 
               Square eatery. Skylar is working on another O-chem lab. Will 
               sits across from her, slightly bored watching her work.

                                     WILL
                         How's it goin'?

                                     SKYLAR
                         Fine.

                                     WILL
                         Want me to take a look?

                                     SKYLAR
                         No.

                                     WILL
                         C'mon, give me a peek and we'll go 
                         to the battin' cages.

                                     SKYLAR
                         It's important that I learn this.

                                     WILL
                         Why is it important to you? If I 
                         inherited all that money, the only 
                         thing important to me would be workin' 
                         on my swing.

                                     SKYLAR
                         Clearly.

                                     WILL
                         You're rich. What do you have to 
                         worry about?

                                     SKYLAR
                         Rich? I have an inheritance. It's 
                         two hundred and fifty thousand 
                         dollars.  That's exactly what it'll 
                         cost me, minus about five hundred 
                         bucks, to go all the way through med 
                         school. This is what I'm doing with 
                         that money. I could have done anything 
                         I wanted. I could have expanded my 
                         wardrobe, substantially.

                                     WILL
                         Instead you're going to bust your 
                         ass for five years so you can be 
                         broke?

                                     SKYLAR
                         No, so I can be a doctor.

               A beat. Will nods. She looks down, then up.

                                     SKYLAR
                         All right, Mr. Nosey Parker. Let me 
                         ask you a question? Do you have a 
                         photographic memory?

                                     WILL
                         I guess. I don't know. How do you 
                         remember your phone number?

                                     SKYLAR
                         Have you ever studied Organic 
                         Chemistry?

                                     WILL
                         Some, a little.

                                     SKYLAR
                         Just for fun?

                                     WILL
                         I guess so.

                                     SKYLAR
                         Nobody does organic chemistry for 
                         "fun."  It's unnecessary. Especially 
                         for someone like you.

                                     WILL
                         Like me?

                                     SKYLAR
                         Yeah. Someone like you who divides 
                         his time, fairly evenly, between the 
                         batting cages and bars.

               Will laughs.

                                     SKYLAR
                         How did you do that? I can't... I 
                         mean even the smartest people I know, 
                         and we do have a few at Harvard, 
                         have to study- a lot. It's hard.
                              (beat)
                         Listen, Will, if you don't want to 
                         tell me--

                                     WILL
                         Do you play the piano?

                                     SKYLAR
                         Come one Will. I just want to know.

                                     WILL
                         I'm trying to explain it to you. So 
                         you play the piano. When you look at 
                         the keys, you see music, you see 
                         Mozart.

                                     SKYLAR
                         I see "Hot Cross Buns," but okay.

                                     WILL
                         Well all right, Beethoven. He looked 
                         at a piano and saw music. The fuckin' 
                         guy was deaf when he composed the 
                         Ode to Joy. They had to turn him 
                         around to take a bow because he 
                         couldn't hear the crowd going crazy 
                         behind him. Stone deaf. He saw all 
                         of that music in his head.

                                     SKYLAR
                         So, do you play the piano?

                                     WILL
                         Not a lick. I look at a piano and I 
                         see black and white keys, three pedals 
                         and a box of wood. Beethoven, Mozart, 
                         they looked at it and it just made 
                         sense to them. They saw a piano and 
                         they could play. I couldn't paint 
                         you a picture, I probably can't hit 
                         the ball out of Fenway Park and I 
                         can't play the piano--

                                     SKYLAR
                         But you can do my O-chem lab in under 
                         an hour, you can--

                                     WILL
                         When it came to stuff like that I 
                         could always just play.

               Skylar is awestruck with admiration for Will, the Robot-pimp. 
               So much so that Skylar has to kiss him, then push him away.

                                     SKYLAR
                         I can't believe it's taken me four 
                         years to meet you and I'm going to 
                         California in two months, Will.
                              (beat)
                         Have you ever been to California? I 
                         bet you'd like it.

               Will freezes. A beat.

                                     SKYLAR
                         Maybe not.

                                                                    CUT TO:

               INT. CHUCKIE'S APARTMENT -- DAY

               Chuckie sits on his couch, watching cartoons in his boxers 
               and a tee-shirt, eating cereal. The doorbell rings. He sits.

                                     CHUCKIE
                         Get it, ma!

               She doesn't. He gets up. Opens door. It's Skylar.

                                     CHUCKIE
                              (surprised)
                         Hey.

                                     SKYLAR
                         Hi.

                                     CHUCKIE
                         How you doin'?

                                     SKYLAR
                         Good.

               An awkward beat.

                                     CHUCKIE
                         How'd you know where to find me?

                                     SKYLAR
                              (smiles)
                         You were the only Sullivan in the 
                         phone book.

               Chuckie smiles.

                                     SKYLAR
                         Will and I dropped you off here, 
                         remember?

                                     CHUCKIE
                         Oh, right.

                                     SKYLAR
                         This is your house, right?

               Chuckie nods and is about to respond when he is interrupted 
               by a nagging shriek from his mom.

                                     CHUCKIE'S MOM (O.S.)
                         Get in here, Chuckie!

                                     CHUCKIE
                              (calling back)
                         Pipe down, Ma!

                                     SKYLAR
                         I guess so.

                                     CHUCKIE
                         What? No. This is my mother's house. 
                         I don't live with my mother. I just 
                         stop by, help out. I'm good like 
                         that.

                                     SKYLAR
                         Is this a bad time?

                                     CHUCKIE
                         She'll live.
                              (beat)
                         If she starts yelling again I might 
                         have to run in real quick and beat 
                         her with the stick again but...

                                     SKYLAR
                         Okay.

                                     CHUCKIE
                         Let's take a walk.

               EXT. CHUCKIE'S STREET -- DAY

               Chuckie, still in his boxers walks with Skylar who is talking.

                                     SKYLAR
                         See, now this doesn't feel right.
                              (beat)
                         When I made the decision to come 
                         over here it felt right. I had all 
                         these rationalizations... I just 
                         don't understand why Will never tells 
                         me anything, he won't let me get 
                         close to him, he tells me these weird 
                         lies--

                                     CHUCKIE
                         You caught that, huh?

                                     SKYLAR
                         I just wanted to find out what was 
                         going on... But now that I'm here it 
                         seems strange, doesn't it?

                                     CHUCKIE
                         Well, I don't have no trousers on...

               She laughs. A beat.

                                     CHUCKIE
                         I know why you're here. Will don't 
                         talk much.

                                     SKYLAR
                         I don't care what his family's like 
                         or if he doesn't have any brothers, 
                         but he doesn't have to lie to me.

                                     CHUCKIE
                         I really don't know what to say. 
                         Look, I lie to women all the time. 
                         That's just my way.
                              (beat)
                         Last week Morgan brought these girls 
                         down from Roslindale. I told them I 
                         was a cosmonaut. They believed me. 
                         But Will's not usually like that--

                                     MAN ON PORCH
                         Put some clothes on, Sullivan!

                                     CHUCKIE
                         Take it easy father!

               She laughs.

                                     CHUCKIE
                         All I can say is; I known Will a 
                         long time -- And I seen him with 
                         every girl he's ever been with. But 
                         I've never seen him like this before, 
                         ever with anyone, like how he is 
                         with you.

                                     SKYLAR
                         Is that true?

                                     CHUCKIE
                         Yeah, it is.

                                                                    CUT TO:

               INT. LAMBEAU'S OFFICE -- DAY

               Tom and Will are sitting waiting for Lambeau.

                                     TOM
                         !!! !

                                     WILL
                         !!! !

               Lambeau enters going over a thick proof Will has completed.

                                     LAMBEAU
                         This is correct. I see you used 
                         Mclullen here--

                                     WILL
                         I don't know what it's called.

                                     LAMBEAU
                         --This can't be right.
                              (examining proof)
                         This is going to be very embarrassing.
                         Have you ever considered--

                                     WILL
                         I'm pretty sure it's right.

               Will gets up to leave.

                                     WILL
                              (turning back)
                         Can I ask you a favor, can we do 
                         this at Sean's from now on? 'Cause I 
                         leave work to come here and the 
                         fuckin' commute is killin' me--

                                     LAMBEAU
                         That's fine, but did you ever think--

                                     WILL
                         It's right.
                              (a beat, heading out)
                         Take it home with you.

                                     LAMBEAU
                         Will, what happened at the Tri-tech 
                         meeting?

                                     WILL
                         I couldn't go 'cause I had a date. 
                         So I sent my chief negotiator.

                                     LAMBEAU
                         Will, on your own time, you can do 
                         what you like. When I set up a 
                         meeting, with my associates, and you 
                         don't show up it reflects poorly on 
                         me.

                                     WILL
                         Then don't set up any more meetings.

                                     LAMBEAU
                         I'll cancel every meeting right now.
                         I'll give you a job myself. I just 
                         wanted you to see what was out there.

                                     WILL
                         Maybe I don't want to spend my life 
                         sittin' around and explaining shit 
                         to people.

                                     LAMBEAU
                         The least you can do is show me a 
                         little appreciation.

                                     WILL
                              (indicates proof)
                         You know how fuckin' easy this is to 
                         me? This is a joke!
                              (crumples proof)
                         And I'm sorry you can't do this. I 
                         really am. 'Cause if you could I 
                         wouldn't be forced to watch you fumble 
                         around and fuck it up.

                                     LAMBEAU
                         Sure, then you'd have more time to 
                         sit around and get drunk. Think of 
                         how many fights you could have been 
                         in by now.

               Will turns around reveling that he's lit the PROOF ON FIRE. 
               Will drops it on the floor. Lambeau drops to his knees and 
               puts it out. He looks up at Will.

                                     LAMBEAU
                         You're right, Will. I can't do that 
                         proof and you can. And when it comes 
                         to this there are only twenty people 
                         in the world that can tell the 
                         difference between you and me. But 
                         I'm one of them.

                                     WILL
                         Well, I'm sorry.

                                     LAMBEAU
                         So am I.
                              (beat)
                         Yes. That's right, Will. Most days I 
                         wish I never met you. Because then I 
                         could sleep at night. I wouldn't 
                         have to walk around with the knowledge 
                         that someone like you was out there. 
                         And I wouldn't have to watch you 
                         throw it all away.

               Lambeau gathers his composure and calmly walks over to the 
               wrinkled proof. He picks it up, smooths it out.

                                                                    CUT TO:

               INT. SKYLAR'S ROOM -- NIGHT

               Will and Skylar lie in bed. Skylar watches Will sleep. She 
               gets up and goes to the fridge. Returning to the bed:

                                     SKYLAR
                         Will? Are you awake?

                                     WILL
                         No.

                                     SKYLAR
                         Come with me to California.

                                     WILL
                         What?

                                     SKYLAR
                         I want you to come with me.

                                     WILL
                         How do you know that?

                                     SKYLAR
                         I know. I just do.

                                     WILL
                         Yeah, but how do you know?

                                     SKYLAR
                         I don't know. I just feel it.

                                     WILL
                         And you're sure about that?

                                     SKYLAR
                         Yeah, I'm sure.

                                     WILL
                         'Cause that's a serious thing you're 
                         sayin'. I mean, we might be in 
                         California next week and you could 
                         find out somethin' about me that you 
                         don't like. And you might feel like 
                         "hey this is a big mistake."
                              (getting upset)
                         But you can't take it back, 'cause 
                         you know it's real serious and you 
                         can't take somethin' like that back. 
                         Now I'm in California, 'cause you 
                         asked me to come. But you don't really 
                         want me there. And I'm stuck in 
                         California with someone who really 
                         doesn't want me there and just wishes 
                         they had a take-back.

                                     SKYLAR
                         "Take-back?" What is that? I don't 
                         want a take-back. I want you to come 
                         to California with me.

                                     WILL
                         I can't go out to California.

                                     SKYLAR
                         Why not?

                                     WILL
                         One, because I have a job here and 
                         two because I live here--

                                     SKYLAR
                              (beat)
                         Look, Will if you're not in love 
                         with me, you can say that.

                                     WILL
                         I'm not sayin' I'm not in love with 
                         you.

                                     SKYLAR
                         Then what are you afraid of?

                                     WILL
                         What do you mean "What am I afraid 
                         of?"

                                     SKYLAR
                         Why won't you come with me? What are 
                         you so scared of?

                                     WILL
                         What am I scared of?

                                     SKYLAR
                         Well, what aren't you scared of?  
                         You live in your safe little world 
                         where nobody challenges you and you're 
                         scared shitless to do anything else--

                                     WILL
                         Don't tell me about my world. You're 
                         the one that's afraid. You just want 
                         to have your little fling with the 
                         guy from the other side of town and 
                         marry--

                                     SKYLAR
                         Is that what you think--

                                     WILL
                         some prick from Stanford that your 
                         parents will approve of. Then you'll 
                         sit around with the rest of the upper 
                         crust kids and talk about how you 
                         went slummin' too.

                                     SKYLAR
                         I inherited that money when I was 
                         thirteen, when my father died.

                                     WILL
                         At least you have a mother.

                                     SKYLAR
                         Fuck you! You think I want this? 
                         That money's a burden to me. Every 
                         day I wake up and I wish I could 
                         give that back.  I'd give everything 
                         I have back to spend one more day 
                         with my father. But that's life. And 
                         I deal with it. So don't put that 
                         shit on me. You're the one that's 
                         afraid.

                                     WILL
                         What the fuck am I afraid of?!

                                     SKYLAR
                         You're afraid of me. You're afraid 
                         that I won't love you back. And guess 
                         what?  I'm afraid too. But at least 
                         I have the balls to it give it a 
                         shot. At least I'm honest with you.

                                     WILL
                         I'm not honest?

                                     SKYLAR
                         What about your twelve brothers?

                                     WILL
                         Oh, is that what this is about? You 
                         want to hear that I don't really 
                         have any brothers? That I'm a fuckin' 
                         orphan? Is that what you want to 
                         hear?

                                     SKYLAR
                         Yes, Will. I didn't even know that?

                                     WILL
                         No, you don't want to hear that.

                                     SKYLAR
                         Yes, I do, Will.

                                     WILL
                         You don't want to hear that I got 
                         cigarettes put out on me when I was 
                         a little kid. That this isn't surgery.

               Will lifts his shirt, revealing a six inch SCAR on his torso.

                                     WILL
                         You don't want to hear that. Don't 
                         tell me you want to hear that shit!!

                                     SKYLAR
                         Yes I do. Did you ever think that 
                         maybe I could help you? That maybe 
                         that's the point, that we're a team?

                                     WILL
                         What, you want to come in here and 
                         save me? Is that what you want to 
                         do? Do I have a sign that says "save 
                         me" on my back?

                                     SKYLAR
                         I don't want to "save" you. I just 
                         want to be with you. I love you. I 
                         love you!

               Will, full of self-loathing, raises his hand to strike her.

                                     WILL
                         Don't bullshit me! Don't fuckin' 
                         bullshit me!

                                     SKYLAR
                              (standing up to him)
                         You know what I want to hear?  I 
                         want to hear that you don't love me. 
                         If you tell me that, then I'll leave 
                         you alone. I won't ask any questions 
                         and I won't be in your life.

               A beat. Will looks Skylar dead in the eye. Lowers his hand.

                                     WILL
                         I don't love you.

               He walks out.

                                                                    CUT TO:

               EXT. SKYLAR'S DORM -- NIGHT

               Will leaves pulling on his clothes.

                                                                    CUT TO:

               INT. NATIONAL SECURITY AGENCY, OFFICE -- DAY

               Will sits across from two N.S.A. AGENTS, OLIVER DYTRESS and 
               ROBERT TAVANO. These guys are smug, clean cut, gung-ho and 
               looking sharp in twin navy blue suits.

                                     WILL
                         So why do you think I should work 
                         for the National Security Agency?

                                     DYTRESS
                         Well, you'd be working on the cutting 
                         edge. You'd be exposed to the kind 
                         of technology you couldn't see 
                         anywhere else because we've classified 
                         it. Super string theory, Chaos Math, 
                         Advanced algorithms--

                                     WILL
                         Codebreaking.

                                     DYTRESS
                         That's one aspect of what we do.

                                     WILL
                         Come on, that's what you do. You 
                         handle more than eighty percent of 
                         the intelligence workload. You're 
                         seven times the size of the C.I.A.

                                     DYTRESS
                         That's exactly right, Will. So the 
                         question as I see it isn't "why should 
                         you work for N.S.A." it's "why 
                         shouldn't you?"

                                     WILL
                         Why shouldn't I work for the National 
                         Security Agency? That's a tough one.

               Will bites his tongue, trying to make this work.

                                                                    CUT TO:

               INT. CHUCKIE'S HOUSE -- DAY

               Chuckie, Billy, and Will sit in the Sullivan kitchen. Billy 
               cracks open a beer and Chuckie reads the sports page. Both 
               boys are smoking. Will drinks a beer, distractedly. We hear 
               the faint music track and soft moans of a PORNO MOVIE 
               emanating from a back room. After a beat, Chuckie looks up.

                                     CHUCKIE
                         Morgan, if you're watchin' pornos in 
                         my mom's room again I'm gonna give 
                         you a fuckin' beatin'!

               After a beat, Morgan comes out of the back room, red-faced.

                                     MORGAN
                              (innocently)
                         What's up guys?

                                     CHUCKIE
                         Why don't you beat off at your house?

                                     MORGAN
                         I don't have a VCR at my house.

               Will pays no attention to this exchange

                                                                    CUT TO:

               EXT. SOUTH BOSTON PAY PHONE -- DAY

               Will is on pay phone talking to Skylar.

                                     WILL
                         I just wanted to call before you 
                         left.
                              (beat)
                         I'm takin' all these job interviews. 
                         So I won't just be a construction 
                         worker.

               INT. SKYLAR'S DORM -- DAY

                                     SKYLAR
                         I never cared about that.

               An awkward beat.

                                     WILL
                         Yeah.

                                     SKYLAR
                         I love you, Will.
                              (pause)
                         No take-backs.

               Will says nothing.

                                     SKYLAR
                         Will?

               A beat.

                                     WILL
                         Take care.

                                     SKYLAR
                         Goodbye.

               Will hangs up. Hold on him for an agonizing beat.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Lambeau is scribbling away at work. Tom is taking notes. 
               Will is tapping his fingers, waiting for him to finish.

                                     LAMBEAU
                         I can... I'm almost there.

                                                                    CUT TO:

               INT. LOGAN AIRPORT TERMINAL -- SAME

               Skylar stands at the gate, carry-ons in hand. Her flight is 
               boarding. She looks for Will over the crowd.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- SAME

               Will picks up a FRAME from Sean's desk. It is CARLTON FISK'S 
               BASEBALL CARD. Will has to smile. Lambeau looks up.

                                     LAMBEAU
                         What are you smiling at?

                                     WILL
                         It's a Carlton Fisk baseball card.

               Will can see that Lambeau wants more.

                                     WILL
                         Pudge Fisk. You follow baseball?

                                     LAMBEAU
                         No.

                                                                    CUT TO:

               INT. LOGAN AIRPORT TERMINAL -- SAME

               The final boarding call is announced and the last passenger 
               boards. After a beat, Skylar turns and gets on the plane.

               CUT BACK TO:

               INT. SEAN'S OFFICE -- SAME

               Will, holding the card, reflects for a beat and puts it down.

                                     WILL
                         Oh, well, it's just somethin' Sean 
                         told me. It's a long story.

               A beat.

                                     WILL
                         You all set?

                                     LAMBEAU
                         I've got the first part. The rest I 
                         can do at home.

               Will gets up.

                                     LAMBEAU
                         Will, the N.S.A. has been calling me 
                         just about every hour. They're very 
                         excited about how the meeting went.

               Lambeau is excited. Will clearly is not.

                                     WILL
                         Yeah.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- NIGHT

               Will sits across from Sean.

                                     SEAN
                         So you might be working for Uncle 
                         Sam.

                                     WILL
                         I don't know.

                                     SEAN
                         Gerry says the meeting went well.

                                     WILL
                         I guess.

                                     SEAN
                         What did you think?

                                     WILL
                         What did I think?

               A beat. Will has obviously been stewing on this.

                                     WILL
                         Say I'm working at N.S.A. Somebody 
                         puts a code on my desk, something 
                         nobody else can break. So I take a 
                         shot at it and maybe I break it. And 
                         I'm real happy with myself, 'cause I 
                         did my job well.  But maybe that 
                         code was the location of some rebel 
                         army in North Africa or the Middle 
                         East. Once they have that location, 
                         they bomb the village where the rebels 
                         were hiding and fifteen hundred people 
                         I never had a problem with get killed. 
                         (rapid fire) Now the politicians are 
                         sayin' "send in the Marines to secure 
                         the area" 'cause they don't give a 
                         shit. It won't be their kid over 
                         there, gettin' shot. Just like it 
                         wasn't them when their number got 
                         called, 'cause they were pullin' a 
                         tour in the National Guard. It'll be 
                         some guy from Southie takin' shrapnel 
                         in the ass.  And he comes home to 
                         find that the plant he used to work 
                         at got exported to the country he 
                         just got back from. And the guy who 
                         put the shrapnel in his ass got his 
                         old job, 'cause he'll work for fifteen 
                         cents a day and no bathroom breaks. 
                         Meanwhile my buddy from Southie 
                         realizes the only reason he was over 
                         there was so we could install a 
                         government that would sell us oil at 
                         a good price. And of course the oil 
                         companies used the skirmish to scare 
                         up oil prices so they could turn a 
                         quick buck. A cute, little ancillary 
                         benefit for them but it ain't helping 
                         my buddy at two-fifty a gallon. And 
                         naturally they're takin' their sweet 
                         time bringin' the oil back and maybe 
                         even took the liberty of hiring an 
                         alcoholic skipper who likes to drink 
                         seven and sevens and play slalom 
                         with the icebergs and it ain't too 
                         long 'til he hits one, spills the 
                         oil, and kills all the sea-life in 
                         the North Atlantic. So my buddy's 
                         out of work and he can't afford to 
                         drive so he's got to walk to the job 
                         interviews which sucks 'cause the 
                         shrapnel in his ass is givin' him 
                         chronic hemorrhoids.  And meanwhile 
                         he's starvin' 'cause every time he 
                         tries to get a bite to eat the only 
                         blue-plate special they're servin' 
                         is North Atlantic scrod with Quaker 
                         State.

               A beat.

                                     WILL
                         So what'd I think?  I'm holdin' out 
                         for somethin' better. I figure I'll 
                         eliminate the middle man. Why not 
                         just shoot my buddy, take his job 
                         and give it to his sworn enemy, hike 
                         up gas prices, bomb a village, club 
                         a baby seal, hit the hash pipe and 
                         join the National Guard? Christ, I 
                         could be elected President.

                                     SEAN
                         Do you think you're alone?

                                     WILL
                         What?

                                     SEAN
                         Do you have a soul-mate?

                                     WILL
                         Define that.

                                     SEAN
                         Someone who challenges you in every 
                         way.  Who takes you places, opens 
                         things up for you. A soul-mate.

                                     WILL
                         Yeah.

               Sean waits.

                                     WILL
                         Shakespeare, Neitzche, Frost, 
                         O'Connor, Chaucer, Pope, Kant--

                                     SEAN
                         They're all dead.

                                     WILL
                         Not to me, they're not.

                                     SEAN
                         But you can't give back to them, 
                         Will.

                                     WILL
                         Not without a heater and some serious 
                         smelling salts, no...

                                     SEAN
                         That's what I'm saying, Will. You'll 
                         never have that kind of relationship 
                         in a world where you're afraid to 
                         take the first step because all you're 
                         seeing are the negative things that 
                         might happen ten miles down the road.

                                     WILL
                         Oh, what? You're going to take the 
                         professor's side on this?

                                     SEAN
                         Don't give me your line of shit.

                                     WILL
                         I didn't want the job.

                                     SEAN
                         It's not about that job. I'm not 
                         saying you should work for the 
                         government. But, you could do anything 
                         you want. And there are people who 
                         work their whole lives layin' brick 
                         so their kids have a chance at the 
                         kind of opportunity you have. What 
                         do you want to do?

                                     WILL
                         I didn't ask for this.

                                     SEAN
                         Nobody gets what they ask for, Will.
                         That's a cop-out.

                                     WILL
                         Why is it a cop-out? I don't see 
                         anythin' wrong with layin' brick, 
                         that's somebody's home I'm buildin'. 
                         Or fixin' somebody's car, somebody's 
                         gonna get to work the next day 'cause 
                         of me. There's honor in that.

                                     SEAN
                         You're right, Will. Any man who takes 
                         a forty minute train ride so those 
                         college kids can come in in the 
                         morning and their floors will be 
                         clean and their trash cans will be 
                         empty is an honorable man.

               A beat. Will says nothing.

                                     SEAN
                         And when they get drunk and puke in 
                         the sink, they don't have to see it 
                         the next morning because of you. 
                         That's real work, Will. And there is 
                         honor in that.  Which I'm sure is 
                         why you took the job.

               A beat.

                                     SEAN
                         I just want to know why you decided 
                         to sneak around at night, writing on 
                         chalkboards and lying about it.
                              (beat)
                         'Cause there's no honor in that.

               Will is silent.

                                     SEAN
                         Something you want to say?

               Sean gets up, goes to the door and opens it.

                                     SEAN
                         Why don't you come back when you 
                         have an answer for me.

                                     WILL
                         What?

                                     SEAN
                         If you won't answer my questions, 
                         you're wasting my time.

                                     WILL
                         What?

               Will loses it, slams the door shut.

                                     WILL
                         Fuck you!

               Sean has finally gotten to Will.

                                     WILL
                         Who the fuck are you to lecture me 
                         about life? You fuckin' burnout! 
                         Where's your "soul-mate?!"

               Sean lets this play out. Possible "shepard" change.

                                     WILL
                         Dead! She dies and you just cash in 
                         your chips. That's a fuckin' cop-
                         out!

                                     SEAN
                         I been there. I played my hand.

                                     WILL
                         That's right. And you fuckin' lost!  
                         And some people would have the sack 
                         to lose a big hand like that and 
                         still come back and ante up again!

                                     SEAN
                         Look at me. What do you want to do?

               A beat. Will looks up.

                                     SEAN
                         You and your bullshit. You got an 
                         answer for everybody. But I asked 
                         you a straight question and you can't 
                         give me a straight answer. Because 
                         you don't know.

               Sean goes to the door and opens it. Will walks out.

                                                                    CUT TO:

               INT. MAGGIORE BUILDER'S CONSTRUCTION SITE -- DAY

               Will and Chuckie take crowbars to a wall. This is what they 
               do for a living. As they routinely hammer away, Will becomes 
               more involved in his battle with the wall. Plaster and lathing 
               fly as Will vents his rage. Chuckie, noticing, stops working 
               and takes a step back, watching Will. Will is oblivious.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Lambeau and Tom are in his office. Will is nowhere to be 
               seen.

               Lambeau is on the phone.

                                     LAMBEAU
                         What I mean, Sean, is that I'm sitting 
                         in your office and the boy isn't 
                         here.
                              (beat)
                         Well, it's ten past three.
                              (beat)
                         An hour and ten minutes late.
                              (beat)
                         Well, if he doesn't show up and I 
                         have to file a report saying he wasn't 
                         here and he goes back to jail, it 
                         won't be on my conscience, Sean.
                              (beat)
                         Fine.

               He hangs up. Tom picks up a FORM up off the desk.

                                     TOM
                         What should I do?

                                     LAMBEAU
                         The boy was here. He came in, sat 
                         down and we worked together.

               A blank look.

                                     LAMBEAU
                         He came in, sat down, and we worked 
                         together.

                                     TOM
                         Okay.

               Tom understands, begins filling out the form.

                                                                    CUT TO:

               EXT. HANRAHAN'S PACKAGE STORE -- LATER

               Will walks out carrying a brown bag. He is filthy, having 
               just knocked off work.

                                                                    CUT TO:

               EXT. MAGGIORE BUILDER'S CONSTRUCTION SITE -- PARKING LOT

               Chuckie is sitting on the hood of his Cadillac, watching 
               Will across the street. Chuckie is covered in grime as well. 
               Will starts walking towards Chuckie. As he draws closer, he 
               heaves a can of Budweiser a good thirty yards, to Chuckie 
               who handles it routinely.

               Will takes a seat next to Chuckie and they crack open their 
               beers. Other workers file out of the site. They drink.

                                     CHUCKIE
                         How's the woman?

                                     WILL
                         Gone.

                                     CHUCKIE
                         What?

                                     WILL
                         She went to Medical school in 
                         California.

                                     CHUCKIE
                         Sorry, brother.
                              (beat)
                         I don't know what to tell ya. You 
                         know all the girls I been with. You 
                         been with 'em too, except for Cheryl 
                         McGovern which was a big mistake on 
                         your part brother...

                                     WILL
                         Oh I'm sure, that's why only one of 
                         us has herpes.

                                     CHUCKIE
                         Some shows are worth the price of 
                         admission, partner.

               This gets a small laugh from Will.

                                     CHUCKIE
                         My fuckin' back is killin' me.

               A passing SHEET METAL WORKER overhears this.

                                     SHEET METAL WORKER
                         That's why you should'a gone to 
                         college.

                                     WILL
                         Fuck you.

                                     CHUCKIE
                         Suck my crank. Fuckin' sheet metal 
                         pussy.
                              (beat)
                         So, when are you done with those 
                         meetin's?

                                     WILL
                         Week after I'm twenty-one.

                                     CHUCKIE
                         Are they hookin' you up with a job?

                                     WILL
                         Yeah, sit in a room and do long 
                         division for the next fifty years.

                                     CHUCKIE
                         Yah, but it's better than this shit. 
                         At least you'd make some nice bank.

                                     WILL
                         Yeah, be a fuckin' lab rat.

                                     CHUCKIE
                         It's a way outta here.

                                     WILL
                         What do I want a way outta here for?  
                         I want to live here the rest of my 
                         life. I want to be your next door 
                         neighbor. I want to take out kids to 
                         little league together up Foley Field.

                                     CHUCKIE
                         Look, you're my best friend, so don't 
                         take this the wrong way, but in 20 
                         years, if you're livin' next door to 
                         me, comin' over watchin' the fuckin'
                         Patriots' games and still workin' 
                         construction, I'll fuckin' kill you. 
                         And that's not a threat, that's a 
                         fact. I'll fuckin' kill you.

                                     WILL
                         Chuckie, what are you talkin'...

                                     CHUCKIE
                         Listen, you got somethin' that none 
                         of us have.

                                     WILL
                         Why is it always this? I owe it to 
                         myself? What if I don't want to?

                                     CHUCKIE
                         Fuck you. You owe it to me. Tomorrow 
                         I'm gonna wake up and I'll be fifty 
                         and I'll still be doin' this. And 
                         that's all right 'cause I'm gonna 
                         make a run at it.  But you, you're 
                         sittin' on a winning lottery ticket 
                         and you're too much of a pussy to 
                         cash it in. And that's bullshit 'cause 
                         I'd do anything to have what you 
                         got! And so would any of these guys.  
                         It'd be a fuckin' insult to us if 
                         you're still here in twenty years.

                                     WILL
                         You don't know that.

                                     CHUCKIE
                         Let me tell you what I do know. Every 
                         day I come by to pick you up, and we 
                         go out drinkin' or whatever and we 
                         have a few laughs. But you know what 
                         the best part of my day is? The ten 
                         seconds before I knock on the door 
                         'cause I let myself think I might 
                         get there, and you'd be gone. I'd 
                         knock on the door and you wouldn't 
                         be there. You just left.

               A beat.

                                     CHUCKIE
                         Now, I don't know much. But I know 
                         that.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Lambeau stands across from Sean, seething.

                                     LAMBEAU
                         This is a disaster! I brought you in 
                         here to help me with this boy, not 
                         to run him out--

                                     SEAN
                         Now wait a minute--

                                     LAMBEAU
                         --And confuse him--

                                     SEAN
                         --Gerry--

                                     LAMBEAU
                         And here I am for the second week in 
                         a row with my professional reputation 
                         at stake--

                                     SEAN
                         Hold on!

                                     LAMBEAU
                         Ready to falsify documents because 
                         you've given him license to walk 
                         away from this.

                                     SEAN
                         I know what I'm doing and I know why 
                         I'm here!

                                     LAMBEAU
                         Look Sean, I don't care if you have 
                         a rapport with the boy -- I don't 
                         care if you have a few laughs -- 
                         even at my expense! But don't you 
                         dare undermine what I'm trying to do 
                         here.

                                     SEAN
                         "Undermine?"

                                     LAMBEAU
                         He has a gift and with that gift 
                         comes responsibility. And you don't 
                         understand that he's at a fragile 
                         point--

                                     SEAN
                         He is at a fragile point. He's got 
                         problems--

                                     LAMBEAU
                         What problems does he have, Sean, 
                         that he is better off as a janitor 
                         or in jail or hanging around with--

                                     SEAN
                         Why do you think he does that, Gerry?

                                     LAMBEAU
                         He can handle the work, he can handle 
                         the pressure and he's obviously 
                         handled you.

                                     SEAN
                         Why is he hiding? Why is he a janitor?
                         Why doesn't he trust anybody? Because 
                         the first thing that happened to him 
                         was that he was abandoned by the 
                         people who were supposed to love him 
                         the most!

                                     LAMBEAU
                         Oh, come on, Sean--

                                     SEAN
                         And why does he hang out with his 
                         friends? Because any one of those 
                         kids would come in here and take a 
                         bat to your head if he asked them 
                         to. It's called loyalty!

                                     LAMBEAU
                         Oh, that's nice--

                                     SEAN
                         And who do you think he's handling?  
                         He pushes people away before they 
                         have a chance to leave him. And for 
                         20 years he's been alone because of 
                         that. And if you try to push him 
                         into this, it's going to be the same 
                         thing all over again. And I'm not 
                         going to let that happen to him!

                                     LAMBEAU
                         Now don't do that. Don't you do that!
                         Don't infect him with the idea that 
                         it's okay to quit. That it's okay to 
                         be a failure, because it's not okay! 
                         If you're angry at me for being 
                         successful, for being what you could 
                         have been--

                                     SEAN
                         --I'm not angry at you--

                                     LAMBEAU
                         Yes you are, Sean. You resent me. 
                         And I'm not going to apologize for 
                         any success that I've had.

                                     SEAN
                         --I don't have any anger at you--

                                     LAMBEAU
                         Yes you do. You're angry at me for 
                         doing what you could have done. Ask 
                         yourself if you want Will to feel 
                         that way for the rest of his life, 
                         to feel like a failure.

                                     SEAN
                         That's it. That's why I don't come 
                         to the goddamn reunions!  Because I 
                         can't stand the look in your eye 
                         when you see me! You think I'm a 
                         failure! I know who I am. I'm proud 
                         of who I am. And all of you, you 
                         think I'm some kind of pity case! 
                         You with your sycophant students 
                         following you around. And your Goddamn 
                         Medal!

                                     LAMBEAU
                         Is that what this is about, Sean? 
                         The Field's Medal? Do you want me to 
                         go home and get it for you? Then 
                         will you let the boy--

                                     SEAN
                         I don't want your trophy and I don't 
                         give a shit about it! 'Cause I knew 
                         you when!! You and Jack and Tom 
                         Sanders. I knew you when you were 
                         homesick and pimply-faced and didn't 
                         know what side of the bed to piss 
                         on!

                                     LAMBEAU
                         That's right!  You were smarter than 
                         us then and you're smarter than us 
                         now! So don't blame me for how your 
                         life turned out. It's not my fault.

                                     SEAN
                         I don't blame you! It's not about 
                         that!  It's about the boy! 'Cause 
                         he's a good kid! And I won't see 
                         this happen to him- won't see you 
                         make him feel like a failure too!

                                     LAMBEAU
                         He won't be a failure!

                                     SEAN
                         If you push him into something, if 
                         you ride him--

                                     LAMBEAU
                         You're wrong, Sean. I'm where I am 
                         today because I was pushed. And 
                         because I learned to push myself!

                                     SEAN
                         He's not you!

               A beat. Lambeau turns, something catches his eye. Sean turns 
               to look, IT'S WILL. He is standing in the doorway.

                                     WILL
                         I can come back.

                                     LAMBEAU
                         No, that's fine, Will. I was just 
                         leaving.

               There is an awkward moment as Lambeau gets his coat and 
               leaves.

                                     WILL
                         Well, I'm here.
                              (beat)
                         So, is that my problem? I'm afraid 
                         of being abandoned? That was easy.

                                     SEAN
                         Look, a lot of that stuff goes back 
                         a long way. And it's between me and 
                         him and it has nothing to do with 
                         you.

                                     WILL
                         Do you want to talk about it?

               Sean smiles. A beat. Will sees a FILE on Sean's desk.

                                     WILL
                         What's that?

                                     SEAN
                         Oh, this is your file. I have to 
                         send it back to the Judge with my 
                         evaluation.

                                     WILL
                         You're not going to fail me are you?

               Sean smiles.

                                     WILL
                         So what's it say?

                                     SEAN
                         You want to read it?

                                     WILL
                         No.
                              (beat)
                         Have you had any experience with 
                         that?

                                     SEAN
                         Twenty years of counseling you see a 
                         lot of--

                                     WILL
                         No, have you had any experience with 
                         that?

                                     SEAN
                         Yes.

                                     WILL
                              (smiles)
                         It sure ain't good.

               INT. WILL'S CHILDHOOD APARTMENT -- FLASHBACK

               From a child's P.O.V. we see a man, partially obscured by a 
               doorframe. The man turns toward the P.O.V.

                                                               CUT BACK TO:

               INT. SEAN'S OFFICE -- DAY

                                     SEAN
                              (after a pause)
                         My dad used to make us walk down to 
                         the park and collect the sticks he 
                         was going to beat us with. Actually 
                         the worst of the beatings were between 
                         me and my brother. We would practice 
                         on each other trying to find sticks 
                         that would break.

                                     WILL
                         He used to just put a belt, a stick 
                         and a wrench on the kitchen table 
                         and say "choose."

               INT. WILL'S CHILDHOOD APARTMENT -- FLASHBACK

               A large, callused hand sets down a wrench next to a stick.

                                                               CUT BACK TO:

               INT. SEAN'S OFFICE -- DAY

                                     SEAN
                         Gotta go with the belt there...

                                     WILL
                         I used to go with the wrench.

                                     SEAN
                         The wrench, why?

                                     WILL
                         Cause fuck him, that's why.

               A long quiet moment.

                                     WILL
                         Is that why me and Skylar broke up?

                                     SEAN
                         I didn't know you had. Do you want 
                         to talk about that?
                              (beat)
                         I don't know a lot, Will. But let me 
                         tell you one thing. All this history, 
                         this shit...
                              (indicates file)
                         Look here, son.

               Will, who had been looking away, loos at Sean.

                                     SEAN
                         This is not your fault.

                                     WILL
                              (nonchalant)
                         Oh, I know.

                                     SEAN
                         It's not your fault.

                                     WILL
                              (smiles)
                         I know.

                                     SEAN
                         It's not your fault.

                                     WILL
                         I know.

                                     SEAN
                         It's not your fault.

                                     WILL
                              (dead serious)
                         I know.

                                     SEAN
                         It's not your fault.

                                     WILL
                         Don't fuck with me.

                                     SEAN
                              (comes around desk, 
                              sits in front of 
                              Will)
                         It's not your fault.

                                     WILL
                              (tears start)
                         I know.

                                     SEAN
                         It's not...

                                     WILL
                              (crying hard)
                         I know, I know...

               Sean takes Will in his arms and holds him like a child. Will 
               sobs like a baby. After a moment, he wraps his arms around 
               Sean and holds him, even tighter. We pull back from this 
               image. Two lonely souls being father and son together.

               INT. RED LINE CAR -- DUSK

               Will rides the Red Line, above ground. He looks out over the 
               landscape. Small back yards, laundry hangs from wire lines.

               Chainlink fences, overgrown with weeds.

               EXT. SOUTH BOSTON PARK -- DAY

               Will walking through South Boston. He cuts through a park. A 
               senior citizen is spearing trach for the city.

               INT. WILL'S APARTMENT -- NIGHT

               Will at home. Not reading. Looks up at the ceiling.

               EXT. TRI-TECH LABORATORIES -- DAY

               Will walks up to a nondescript building, he walks through 
               the glass doors, into the lobby.

                                                                    CUT TO:

               INT. TRI-TECH LABORATORIES, RECEPTION -- CONTINUOUS

               Will walks into the lobby. A SECURITY GUARD looks up.

                                     SECURITY GUARD
                         Can I help you?

                                     WILL
                         Yeah, my name is Will Hunting. I'm 
                         here about a position.

                                     SECURITY GUARD
                         One moment.

               The guard reaches for the phone.

                                                         DISSOLVE TO BLACK.

               FADE UP to the sound of laughter.

               INT. L STREET BAR & GRILLE -- DAY

               Chuckie is again regaling Will and the guys at their table.

                                     CHUCKIE
                         Oh my God, I got the most fucked up 
                         thing I been meanin' to tell you.

                                     MORGAN
                         Save it for your mother, funny guy. 
                         We heard it before.

                                     CHUCKIE
                         Oh, Morgan.

               They both get up, in one another's face. This is a play fight.

               "You gonna start?" "You gonna pay my hospital bills?"

                                     WILL
                         Sorry to miss this.

               INT. L STREET -- SAME

               Will comes back from the bathroom.

                                     WILL
                              (to Chuckie)
                         You and Morgan throw?

                                     CHUCKIE
                         No, I had to talk him down.

                                     WILL
                         Why didn't you yoke him?

                                     CHUCKIE
                         Little Morgan's got a lot a scrap, 
                         dude.  I'd rather fight a big kid, 
                         they never fight, everyone's scared 
                         of 'em. You know how many people try 
                         to whip Morgan's ass every week? 
                         Fuckin' kid won't back down.

                                     MORGAN
                              (from across the table)
                         What'd you say about me?

                                     CHUCKIE
                         Shut the fuck up.

               Billy walks in the door and give Chuckie a look. Chuckie 
               turns to Will.

                                     CHUCKIE
                              (To Will)
                         Hey, asshole. Happy Birthday.

                                     MORGAN
                         You thought we forgot, didn't you? I 
                         know I'm gettin' my licks in.

               Laughter as the boys converge on Will. He goes willingly out 
               the door.

               EXT. L STREET -- CONTINUOUS

               As they come out the door, rather than beating Will 
               mercilessly, they stop. Morgan goes into his own, personal 
               rendition of "Danny Boy." No one joins in.

                                     CHUCKIE
                         Shut up, Morgan.
                              (to Will)
                         Here's your present.

               Chuckie indicates an old CHEVY NOVA, parked illegally in 
               front of the bar.

                                     WILL
                         You're kiddin' me.

                                     CHUCKIE
                         Yeah, I figured now that you got 
                         your big job over in Cambridge, you 
                         needed some way to get over there 
                         and I knew I wasn't gonna drive you 
                         every day...

               Laughter.

                                     CHUCKIE
                         Morgan wanted to get you a "T" pass.

                                     MORGAN
                         No I didn't...

               Will approaches the car to take a closer look.

                                     CHUCKIE
                         But you're twenty-one now, so--

                                     BILLY
                         Yeah, now that you can drink legally, 
                         we thought the best thing to get you 
                         was a car.

               More laughter. Will inspects the Nova.

                                     WILL
                         You're kiddin' me.
                              (a beat)
                         This is the ugliest fuckin' car I 
                         ever seen in my life.

               Laughter, a beat.

                                     WILL
                              (serious)
                         How the fuck did you guys do this?

                                     CHUCKIE
                         Me and Bill scraped together the 
                         parts, worked on it. Morgan was out 
                         panhandlin' every day.

                                     MORGAN
                         Fuck you, I did the body work. Whose 
                         fuckin' router you think sanded out 
                         all that bondo?

                                     CHUCKIE
                         Guy's been up my ass for two years 
                         about a fuckin' job. I had to let 
                         him help with the car.

                                     WILL
                         So, you finally got a job Morgan?

                                     MORGAN
                         Had one, now I'm fucked again.

                                     WILL
                              (to Chuckie)
                         So what do you got, a fuckin' Hyundai 
                         engine under there? Can I make it 
                         back to my house?

                                     CHUCKIE
                         Fuck you. I re-built the engine 
                         myself.  That thing could make it to 
                         Hawaii if you wanted it to.

               Chuckie gives Will a look.

                                     CHUCKIE
                         Happy 21, Will.

                                                                    CUT TO:

               INT. SEAN'S OFFICE -- DAY

               Will sits across from Sean.

                                     SEAN
                         Which one did you take, Will?

                                     WILL
                         Over at Tri-tech. One of the jobs 
                         Professor Lambeau set me up with. I 
                         haven't told him yet, but I talked 
                         to my new boss over there and he 
                         seemed like a nice guy.

                                     SEAN
                         That's what you want?

                                     WILL
                         Yeah, I think so.

                                     SEAN
                         Good for you. Congratulations.

                                     WILL
                         Thanks you.
                              (a beat)
                         So, that's it? We're done?

                                     SEAN
                         We're done. You did your time. You're 
                         a free man.

               A beat.

                                     WILL
                         I just want you to know, Sean...

                                     SEAN
                         You're Welcome, Will.

                                     WILL
                         I'll keep in touch.

                                     SEAN
                         I'm gonna travel a little bit, so I 
                         don't know where I'll be.

               Will smiles.

                                     SEAN
                         I just... figured it's time I put my 
                         money back on the table, see what 
                         kind of cards I get.

               Will smiles. Sean hands him a piece of paper.

                                     SEAN
                         I'll be checking in with my machine 
                         at the college. If you ever need 
                         anything, just call.

               Sean smiles.

                                     SEAN
                         Do what's in your heart, son. You'll 
                         be fine.

                                     WILL
                         Thanks you, Sean.

               They embrace.

                                     SEAN
                         No. Thank you.

                                     WILL
                              (re: embrace)
                         Does this violate the patient/doctor 
                         relationship?

                                     SEAN
                         Only if you grab my ass.

               They laugh.

                                     WILL
                         See ya.

                                     SEAN
                         Good luck.

               Both men smile.

                                                                    CUT TO:

               INT. HALLWAY OUTSIDE SEAN'S OFFICE - MOMENTS LATER

               Will comes out of Sean's office and sees Lambeau walking up.

                                     LAMBEAU
                              (surprised)
                         Will.

                                     WILL
                         Hey, how you doin'?

                                     LAMBEAU
                         You know, you're no longer required 
                         to come here.

                                     WILL
                         I was just sayin' goodbye to Sean.

                                     LAMBEAU
                              (a beat)
                         Sam called me. From Tri-tech. He 
                         says you start working for them next 
                         week.

               Will nods.

                                     LAMBEAU
                         Well, that's, I think that's terrific.
                         Congratulations.

                                     WILL
                         Thank you.

                                     LAMBEAU
                         I just want you to know... It's been 
                         a pleasure.

                                     WILL
                         Bullshit.

               They laugh.

                                     LAMBEAU
                         This job... Do it if it's what you 
                         really want.

                                     WILL
                         I appreciate that.

               A moment. Will starts to go, Lambeau watches him for a beat, 
               Will turns back around.

                                     WILL
                         Hey, Gerry.

                                     LAMBEAU
                         Yes.

                                     WILL
                         Listen, I'll be nearby so, if you 
                         need some help, or you get stuck 
                         again, don't be afraid to give me a 
                         call.

                                     LAMBEAU
                              (has to smile)
                         Thank you, Will. I'll do that.

               Will smiles, turns and walks away.

               INT. SEAN'S OFFICE -- DAY

               Sean is packing his office. Lambeau opens the door.

                                     LAMBEAU
                         Hello, Sean.

                                     SEAN
                         Come in.

                                     LAMBEAU
                         Sean...

                                     SEAN
                              (a beat)
                         Me too.

               A moment.

                                     LAMBEAU
                         So I hear you're taking some time.

                                     SEAN
                         Yeah. Summer vacation. Thought I'd 
                         travel some. Maybe write a little 
                         bit.

                                     LAMBEAU
                         Where're you going?

                                     SEAN
                         I don't know. India maybe.

                                     LAMBEAU
                         Why there?

                                     SEAN
                         Never been.

               Lambeau nods.

                                     LAMBEAU
                         Do you know when you'll be back?

                                     SEAN
                              (picks up a flyer 
                              from his desk)
                         I got this mailer the other day. 
                         Class of Sixty-five is having this 
                         event in six months.

                                     LAMBEAU
                         I got one of those too.

                                     SEAN
                         You should come. I'll buy you a drink.

               Lambeau smiles.

                                     LAMBEAU
                         Sean...

               A beat.

                                     LAMBEAU
                         The drinks at those things are free.

               Sean smiles.

                                     SEAN
                         Hell, I know that.

               Both men laugh.

                                     LAMBEAU
                         How about one now?

                                     SEAN
                         Sounds good.

               They start to walk out.

                                     SEAN
                         It's on you though, until eight 
                         o'clock tonight when I win my money.

               Sean pulls out his lottery ticket. They start out down the 
               hall.

                                                                    CUT TO:

               INT. HALLWAY -- CONTINUOUS

               On their backs as they walk down the hall.

                                     LAMBEAU
                         Sean, do you have any idea what the 
                         odds are against winning the lottery?

                                     SEAN
                         I don't know... Gotta be at least 
                         four to one.

                                     LAMBEAU
                         About thirty million to one.

                                     SEAN
                         You're pretty quick with those 
                         numbers.  How about the odds of me 
                         buying the first round?

                                     LAMBEAU
                         About thirty million to one.

                                                                    CUT TO:

               EXT. BANK OF THE CHARLES RIVER -- AFTERNOON

               Will sits alone, thinking. We hold on him for an extended 
               beat until he gets up and walks away.

               OMITTED

               EXT. SEAN'S APARTMENT -- EARLY EVENING

               Begin final sequence.

               A wide, establishing shot of Sean's apartment complex as the 
               sun is setting. The lights are on in one unit. A tighter 
               shot reveals Sean, in his apartment, packing his belongings 
               in cardboard boxes.

               EXT. SEAN'S APARTMENT, STREET -- SAME

               The camera cranes down from Sean's window and onto the street, 
               where we pan to reveal Will, sitting in his car and looking 
               up at Sean as he packs his things. Will's car is packed full 
               of clothes and books.

               EXT. SOUTH BOSTON STREET -- SAME

               Chuckie and the boys drive down the street in the Cadillac.

               Morgan and Billy ride in the back, leaving the shotgun seat 
               open for Will.

               EXT. SEAN'S APARTMENT -- SAME

               Will holds an envelope which he slips in Sean's mailbox. He 
               puts the flag up and smiles as he looks up at Sean in his 
               apartment who is still unaware that Will is there.

               EXT. WILL'S APARTMENT -- SAME

               Chuckie pulls up in front of Will's house. He honks the horn, 
               waits a beat, then gets out and heads toward the house.

               EXT. SEAN'S APARTMENT -- SAME

               Will drives away from Sean's house. Sean hears the car pull 
               out and looks out the window. Sean sees Will's car pulling 
               away.

               Curious, he investigates.

               EXT. WILL'S APARTMENT -- SAME

               Chuckie walks up Will's front steps.

               EXT. SEAN'S APARTMENT -- SAME

               Sean walks out to the sidewalk and looks around. Seeing the 
               mailbox flag has been raised, he walks over to it.

               EXT. WILL'S APARTMENT -- SAME

               Chuckie knocks on Will's front door. There is no answer. He 
               waits a beat, looks in the window. An incredulous smile slowly 
               starts to form.

               EXT. SEAN'S APARTMENT -- SAME

               Sean opens the card Will left for him. It reads:

                                     WILL
                              (in writing)
                         Sean -- If the Professor calls about 
                         that job, just tell him, "Sorry, I 
                         had to go see about a girl."

               EXT. WILL'S APARTMENT -- SAME

               Chuckie walks back towards his car unable to contain the 
               broad smile. He knows Will is gone. He shrugs in explanation 
               to the guys. Morgan takes Will's seat as they pull away from 
               the curb.

               EXT. SEAN'S APARTMENT -- SAME

               We pan up from the letter to Sean. A broad smile comes over 
               him.

               This is a look we haven't seen. Sean is truly happy.

               EXT. MASSACHUSETTS TURNPIKE -- SUNSET

               Will is on the road, driving away. As we pull back and credits 
               roll, the car disappears into the horizon.

                                         THE END



Good Will Hunting



Writers :   Matt Damon  Ben Affleck
Genres :   Comedy  Drama


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