"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