GOOD WILL HUNTING

                             an Original Script

                       by Matt Damon and 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
soft-spoken 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 Caddilac
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 cement-
domed 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 (cont'd)
           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 (cont'd)
           Former winners include Nobel Laureates,
           world renowned astro-physicists, Field's
           Medal winners and lowly M.I.T.
           professors.

More laughs.

                        LAMBEAU (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
                 (same tone)
           Double Burger.

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

                        MORGAN (cont'd)
           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 sandwhich?

                        CHUCKIE
           What do you mean "your sandwhich?" 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' sandwhich on
           lay-away.

                        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 (cont'd)
           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 SANDWHICH 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 sandwhich.

The Police slam Will into the hood of a car.

                        WILL (cont'd)
                 (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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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:

19 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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 pre-
           capitalist 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 inheriated
           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
           plagerize the whole book for me?

Clark is stunned.

                        WILL(cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           Hey!

Clark turns toward Will.

                        WILL (cont'd)
           DO YOU LIKE APPLES?

Clark doesn't get it.

                        WILL (cont'd)
           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

Travelling 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 (cont'd)
           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 unceremoniuous, the coutroom 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 defendent 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 (cont'd)
                 (reading)
           June, '93, assault, Sept. '93
           assault...Grand theft auto February
           '94.

A beat, the Judge takes particular notice.

                        JUDGE MALONE (cont'd)
           Where, appearantly, 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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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--

[This portion poorly Xeroxed, but Lambeau explains
the need to meet with a therapist as the second
condition]

                        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 (cont'd)
           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 (cont'd)
           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, Caeser,
           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 Cluseau."

The Psychologist calmly packs his things.

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

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

The shrink gets up and walks out.

                        WILL (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           You're thinking too hard. What if I
           did this?

He draws a vertical line through the diagram.

                        LAMBEAU (cont'd)
           Now, what if I do this?

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

                        LAMBEAU (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           "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 (cont'd)
           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 (cont'd)
                 (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 (cont'd)
           Maureen?

MAUREEN'S only response is an empty stare.

                        SEAN (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 lecturn.

                        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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           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 (cont'd)
           Seven?

Will shakes his head. Smiles.

                        SKYLAR (cont'd)
           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 occured
           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 (cont'd)
           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 (cont'd)
           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
idling, 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
occaisionally 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 (cont'd)
           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 (cont'd)
           Plus, it's like, five to two Morgan
           ends up marryin' her. There's only so
           many times you can bang your friend's
           future wife...

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

                        WILL
           I'm takin' off.

                        ALL
           We're goin' late night.

                        WILL
           I'm tired.

                                                       CUT TO:

INT. LAMBEAU'S OFFICE -- DAY

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

                                                       CUT TO:

INT. SEAN'S OFFICE -- DAY

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

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

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

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

A beat.

                        WILL (cont'd)
           I have been laid you know.

Sean smiles.

                        SEAN
           Yeah? You got a lady now?

                        WILL
           Yeah, I went on a date last week.

                        SEAN
           How'd it go?

                        WILL
           Fine.

                        SEAN
           Well, are you going out again?

                        WILL
           I don't know.

                        SEAN
           Why not?

                        WILL
           Haven't called her.

                        SEAN
           Jesus Christ, you are an amateur.

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

                        SEAN
           So Christ, call her up.

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

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

Will says nothing.

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

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

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

Will smiles, Sean takes a beat.

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

Will smiles. A beat.

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

Sean laughs.

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

                        WILL
           You ever think about gettin' remarried?

                        SEAN
           My wife's dead.

                        WILL
           Hence, the word remarried.

                        SEAN
           My wife's dead.

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

A beat. Sean smiles.

                        SEAN
           Time's up.

                                                       CUT TO:

EXT. SKYLAR'S DORM -- AFTERNOON

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

INT. SKYLAR'S DORM -- AFTERNOON

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

                        SKYLAR
           Where have you been?

                        WILL
           I'm sorry, I been real busy.

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

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

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

She holds up her Lab. Will glances at it.

                        SKYLAR (cont'd)
           Tomorrow?

                        WILL
           Promise?

                        SKYLAR
           If you bring the caramels.

Will smiles.

                                                       CUT TO:

EXT. HARVARD SQUARE -- LATER

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

                                                       CUT TO:

EXT. SKYLAR'S DORM -- DAY

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

                                                       CUT TO:

INT. SKYLAR'S DORM -- DAY

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

                        WILL
           I couldn't wait till tomorrow.

                        SKYLAR
           How the hell did you do that?

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

                        SKYLAR
           I'm supposed to understand this.

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

                        SKYLAR
           No.

                        WILL
           Then let's go have some fun.

With a smile, she relents.

INT. SEAN'S OFFICE -- DAY

Sean and Will in session.

                        SEAN
           Really? How'd the date go?
                        WILL
           Do you still counsel veterans?
                 (beat)
           I read your book last night.

                        SEAN
           No, I don't.

                        WILL
           Why not?

                        SEAN
           I gave that up when my wife got sick.

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

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

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

                        SEAN
           Yeah.

                        WILL
           What happened to that guy from Kentucky?

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

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

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

Will starts to clarify his question.

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

                        WILL
           You don't regret meetin' your wife?

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

                        WILL
           When did you know she was the one?

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

                        WILL
           Where were you?

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

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

                        SEAN
           That's right.

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

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

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

Sean smiles.

                        WILL (cont'd)
           And what kind of friends are these?
           They let you get away with that?

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

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

                        SEAN
           They could see that I meant it.

                        WILL
           You're kiddin' me.

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

A beat. Will is impressed.

                        WILL
           Would have been nice to catch that
           game though.

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

They laugh.

                                                       TIME DISSOLVE TO:

INT LAMBEAU'S OFFICE -- DAY

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

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

                        PEKEC
           With a Ramses graph on the binary tree--

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

                        PEKEC
           Maker can. This is not new, Gerry!

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

                        PEKEC (cont'd)
           --but I can always garbage out
                 (writes frantically)
           All the way to "N" to the minus one.

                        LAMBEAU
           No, there's a limit.

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

                        WILL
           But I can always go to the other side.

                        PEKEC
           There is no proof--

Lambeau can no longer contain himself.

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

                        PEKEC
           --But--

                        WILL
           Look, I wrote it down.

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

As Pekec reads and the realization dawns on him:

                        WILL (cont'd)
           It's just simpler this way.

Lambeau turns with satisfaction to an understanding Pekec.

                        LAMBEAU
           Alexander, your theory is changed.

                                                       CUT TO:

INT. SKYLAR'S ROOM -- NIGHT

Will and Skylar in her room, post coital. They are wrapped in
a sheet. Will is absent-mindedly playing the memory game SIMON.
The pattern grows increasingly complex. After a beat:

                        SKYLAR
           Why do we always stay here?

                        WILL
           'Cause it's nicer than my place.

                        SKYLAR
           I've never seen your place.

                        WILL
           Exactly.

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

                        WILL
           They don't come over here that much.

                        SKYLAR
           I think I can make it to South Boston.

                        WILL
           Aah, it's kind of a hike.

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

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

                        SKYLAR
           When?

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

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

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

She laughs. Stops him.

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

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

                                                       CUT TO:

INT. L STREET BAR & GRILLE -- LATER

Skylar and Will sit together along with Will's gang. The boys
are considerably drunk, but it makes for good entertainment.
Everyone here is having fun including Sylar.

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

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

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

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

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

                        ALL
           Oh shit.

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

                        MORGAN
           Some other guy?

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

                        MORGAN
           Holy shit.

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

                        ALL
           No way! You're kiddin'!

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

                        MORGAN
           Did your Uncle get arrested?

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

Everyone is laughing. Skylar speaks above the din.

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

She has everyone's attention. Will is nervous.

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

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

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

The gang erupts with laughter.

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

                        MORGAN
           I'm Irish.

Chuckie, Will look at Morgan, baffled.

EXT. L STREET BAR & GRILLE -- LATER

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

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

                        SKYLAR
           See ya' Chuckie. I had fun.

Chuckie heads towards Will to say goodnight.

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

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

                        WILL
           I was countin' on it.

                        MORGAN
           Chuck, let's go.

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

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

                        WILL
           Thanks, Chuck.

                        CHUCKIE
           Don't get too slap-happy, you're takin'
           me home first.
                        WILL
           I don't know, Chuck. It's kinda outta
           the way.

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

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

                        WILL
           Not tonight.

                        CHUCKIE
           Yeah, not tonight. Not any other night.
           He knows, once you see that shit-hole
           he's gettin' dropped like a bad habit.

                        SKYLAR
           I wanted to meet your brothers...

Chuckie gives Will a curious look.

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

                                                       CUT TO:

INT. FACULTY CLUB -- NIGHT

A cocktail party is underway. Professors mingle with
representatives from high tech companies. Lambeau stands
holding a drink and surrounded by several RECRUITERS.
Apparently he's the star of the show.

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

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

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

                        RECRUITER #3
           I think we all do.

Laughter.

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

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

More laughter.

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

                        RECRUITER #2
           You say he doesn't have a diploma, but
           we'll--
                        RECRUITER #1
           I don't need to see a driver's license.
           I can think of three departments right
           now that he could head up for us.

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

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

He walks off.

                                                       CUT TO:

INT. TIMMY'S TAP -- DAY

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

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

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

                        MARTY
           Bullshit! You didn't say that!

Timmy and Sean exchange a look.

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

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

                        SEAN
           Gerry! Any trouble finding the place?

                        LAMBEAU
           Not at all.

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

                        TIMMY
           Good to meet you.

                        LAMBEAU
           Pleasure to meet you.

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

Sean heads towards a table.

                        TIMMY
           You ever plan on payin' your tab?

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

                        TIMMY
           What's the jackpot?

                        SEAN
           Twelve million.

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

Lambeau follows [Sean]. They sit.

                        LAMBEAU
           You're here quite a bit, then.

                        SEAN
           I live right around the corner.

                        LAMBEAU
           You moved?

                        SEAN
           I been here a couple years.

There is an awkward moment.

                        SEAN (cont'd)
           You wanted to talk about Will?

                        LAMBEAU
           Seems like it's going well.

                        SEAN
           I think so.

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

                        SEAN
           We haven't really gotten into it.
                        LAMBEAU
           Maybe you should. My phone's been
           ringing off the hook with job offers.

                        SEAN
           Jobs doing what?

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

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

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

                        SEAN
           What don't I understand?

Timmy comes over with the sandwhiches.

                        SEAN (cont'd)
           Thanks, Timmy.

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

                        TIMMY
           Uh-oh.

                        LAMBEAU
           Have you heard of Jonas Salk?

                        TIMMY
           Yeah, cured polio.

                        LAMBEAU
           You've heard of Albert Einstein?

Timmy smiles. Gives him a look.

                        LAMBEAU
           How about Gerald Lambeau? Ever heard
           of him?

                        TIMMY
           No.
                        LAMBEAU
           Okay thank you, Timmy.

                        TIMMY
           So who won the bet?

                        LAMBEAU
           I did.

A beat. Timmy leaves.

                        LAMBEAU
           This isn't about me. I'm nothing
           compared to this young man.
                 (beat)
           Sean, in 1905 there were hundreds of
           Professors who were renowned for their
           study of the universe. But it was a
           26-year-old Swiss Patent clerk,
           doing physics in his spare time, who
           changed the world, Sean. Can you
           imagine if Einstein had given that up?
           Or gotten drunk with his buddies in
           Vienna every night? All of us would
           have lost something. And I'm quite
           sure Timmy never would have heard of
           him.
                        SEAN
           Isn't that a little dramatic, Gerry?
                        LAMBEAU
           No, Sean. This boy has that gift. He
           just hasn't got the direction. We can
           give that to him.

A beat.

                        SEAN
           He married his cousin.

                        LAMBEAU
           Who?

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

--possible Unabomber addition--

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

                        SEAN
           I do.

                        LAMBEAU
           Well, you're the only one.

Beat.

                        LAMBEAU (cont'd)
           This boy can make contributions to the
           world. We can help him do that.

                        SEAN
           Just...take it easy, Gerry.

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

                        SEAN
           Maybe he doesn't care about that.

A beat.

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

                        SEAN
           Now wait a minute, Gerry--

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

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

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

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

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

A beat. Lambeau gets up.

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

                                                       CUT TO:

INT. TRI-TECH LABORATORIES, OFFICE -- SAME

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

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

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

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

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

                        CHUCKIE (cont'd)
           Look, we can do this the easy way or
           the hard way.

The executives are completely blank.

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

                        EXECUTIVE
           I'm not sure--

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

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

                        EXECUTIVE
           Okay...

Chuckie points to the third executive.

                        CHUCKIE
           He knows what I'm talking about.

The third executive is baffled.

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

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

                        CHUCKIE
           Retainer...

                        EXECUTIVE
           You want us to give you cash right
           now?

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

The executives exchange looks and go for their wallets.

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

                        EXECUTIVE
           I have about seventy-three...

                        EXECUTIVE
           Will you take a check?

                        CHUCKIE
           Come now...what do you think I am, a
           juvinile? You don't got any money on
           you right now. You think I'm gonna
           take a check?
                        EXECUTIVE
           It's fine, John, I can cover the rest.

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

Chuckie stands up and takes the money.

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

                                                       CUT TO:

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

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

                        WILL
           How's it goin'?

                        SKYLAR
           Fine.

                        WILL
           Want me to take a look?

                        SKYLAR
           No.

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

                        SKYLAR
           It's important that I learn this.

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

                        SKYLAR
           Clearly.

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

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

                        WILL
           Instead you're going to bust your ass
           for five years so you can be broke?
                        SKYLAR
           No, so I can be a doctor.

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

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

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

                        SKYLAR
           Have you ever studied Organic Chemistry?

                        WILL
           Some, a little.

                        SKYLAR
           Just for fun?

                        WILL
           I guess so.

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

                        WILL
           Like me?

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

Will laughs.

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

                        WILL
           Do you play the piano?

                        SKYLAR
           Come one Will. I just want to know.

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

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

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

                        SKYLAR
           So, do you play the piano?

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

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

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

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

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

Will freezes. A beat.

                        SKYLAR (cont'd)
           Maybe not.

                                                       CUT TO:

INT. CHUCKIE'S APARTMENT -- DAY

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

                        CHUCKIE
           Get it, ma!

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

                        CHUCKIE (cont'd)
                 (surprised)
           Hey.

                        SKYLAR
           Hi.

                        CHUCKIE
           How you doin'?

                        SKYLAR
           Good.

An awkward beat.

                        CHUCKIE
           How'd you know where to find me?

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

Chuckie smiles.

                        SKYLAR (cont'd)
           Will and I dropped you off here,
           remember?

                        CHUCKIE
           Oh, right.

                        SKYLAR
           This is your house, right?

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

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

                        CHUCKIE
                 (calling back)
           Pipe down, Ma!

                        SKYLAR
           I guess so.

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

                        SKYLAR
           Is this a bad time?

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

                        SKYLAR
           Okay.

                        CHUCKIE
           Let's take a walk.
EXT. CHUCKIE'S STREET -- DAY

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

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

                        CHUCKIE
           You caught that, huh?

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

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

She laughs. A beat.

                        CHUCKIE (cont'd)
           I know why you're here. Will don't
           talk much.

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

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

                        MAN ON PORCH
           Put some clothes on, Sullivan!

                        CHUCKIE
           Take it easy father!

She laughs.

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

                        SKYLAR
           Is that true?

                        CHUCKIE
           Yeah, it is.

                                                       CUT TO:

INT. LAMBEAU'S OFFICE -- DAY

Tom and Will are sitting waiting for Lambeau.

                        TOM
           !!! !

                        WILL
           !!! !

Lambeau enters going over a thick proof Will has completed.

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

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

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

                        WILL
           I'm pretty sure it's right.

Will gets up to leave.

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

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

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

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

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

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

                        WILL
           Then don't set up any more meetings.

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

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

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

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

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

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

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

                        WILL
           Well, I'm sorry.

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

Lambeau gathers his composure and calmly walks over to the
wrinkled proof. He picks it up, smooths it out. (My guess is
this is a mistake since Lambeau is already at the burned proof
at this time)

                                                       CUT TO:

INT. SKYLAR'S ROOM -- NIGHT

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

                        SKYLAR
           Will? Are you awake?

                        WILL
           No.

                        SKYLAR
           Come with me to California.

                        WILL
           What?

                        SKYLAR
           I want you to come with me.

                        WILL
           How do you know that?

                        SKYLAR
           I know. I just do.

                        WILL
           Yeah, but how do you know?

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

                        WILL
           And you're sure about that?

                        SKYLAR
           Yeah, I'm sure.

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

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

                        WILL
           I can't go out to California.

                        SKYLAR
           Why not?

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

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

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

                        SKYLAR
           Then what are you afraid of?

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

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

                        WILL
           What am I scared of?

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

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

                        SKYLAR
           Is that what you think--

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

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

                        WILL
           At least you have a mother.

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

                        WILL
           What the fuck am I afraid of?!

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

                        WILL
           I'm not honest?

                        SKYLAR
           What about your twelve brothers?

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

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

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

                        SKYLAR
           Yes, I do, Will.

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

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

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

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

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

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

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

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

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

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

                        WILL
           I don't love you.

He walks out.

                                                       CUT TO:

EXT. SKYLAR'S DORM -- NIGHT

Will leaves pulling on his clothes.

                                                       CUT TO:

INT. NATIONAL SECURITY AGENCY, OFFICE -- DAY

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

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

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

                        WILL
           Codebreaking.

                        DYTRESS
           That's one aspect of what we do.

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

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

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

Will bites his tongue, trying to make this work.

                                                       CUT TO:

INT. CHUCKIE'S HOUSE -- DAY

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

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

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

                        MORGAN
                 (innocently)
           What's up guys?

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

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

Will pays no attention to this exchange

                                                       CUT TO:

EXT. SOUTH BOSTON PAY PHONE -- DAY

Will is on pay phone talking to Skylar.

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

INT. SKYLAR'S DORM -- DAY

                        SKYLAR
           I never cared about that.

An awkward beat.

                        WILL
           Yeah.

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

Will says nothing.

                        SKYLAR (cont'd)
           Will?

A beat.

                        WILL
           Take care.

                        SKYLAR
           Goodbye.

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

                                                       CUT TO:

INT. SEAN'S OFFICE -- DAY

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

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

                                                       CUT TO:

INT. LOGAN AIRPORT TERMINAL -- SAME

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

                                                       CUT TO:

INT. SEAN'S OFFICE -- SAME

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

                        LAMBEAU
           What are you smiling at?

                        WILL
           It's a Carlton Fisk baseball card.

Will can see that Lambeau wants more.

                        WILL (cont'd)
           Pudge Fisk. You follow baseball?

                        LAMBEAU
           No.

                                                       CUT TO:

INT. LOGAN AIRPORT TERMINAL -- SAME

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

                                                   CUT BACK TO:

INT. SEAN'S OFFICE -- SAME

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

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

A beat.

                        WILL (cont'd)
           You all set?

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

Will gets up.

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

Lambeau is excited. Will clearly is not.

                        WILL
           Yeah.

                                                       CUT TO:

INT. SEAN'S OFFICE -- NIGHT

Will sits across from Sean.

                        SEAN
           So you might be working for Uncle Sam.

                        WILL
           I don't know.

                        SEAN
           Gerry says the meeting went well.

                        WILL
           I guess.

                        SEAN
           What did you think?

                        WILL
           What did I think?

A beat. Will has obviously been stewing on this.

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

A beat.

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

                        SEAN
           Do you think you're alone?

                        WILL
           What?

                        SEAN
           Do you have a soul-mate?

                        WILL
           Define that.

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

                        WILL
           Yeah.

Sean waits.

                        WILL (cont'd)
           Shakespeare, Neitzche, Frost, O'Connor,
           Chaucer, Pope, Kant--

                        SEAN
           They're all dead.

                        WILL
           Not to me, they're not.

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

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

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

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

                        SEAN
           Don't give me you line of shit.

                        WILL
           I didn't want the job.

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

                        WILL
           I didn't ask for this.

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

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

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

A beat. Will says nothing.

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

A beat.

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

Will is silent.

                        SEAN (cont'd)
           Something you want to say?

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

                        SEAN (cont'd)
           Why don't you come back when you have
           an answer for me.

                        WILL
           What?

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

                        WILL
           What?

Will loses it, slams the door shut.

                        WILL (cont'd)
           Fuck you!

Sean has finally gotten to Will.

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

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

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

                        SEAN
           I been there. I played my hand.

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

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

A beat. Will looks up.

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

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

                                                       CUT TO:

INT. MAGGIORE BUILDER'S CONSTRUCTION SITE -- DAY

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

                                                       CUT TO:

INT. SEAN'S OFFICE -- DAY

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

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

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

                        TOM
           What should I do?

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

A blank look.

                        LAMBEAU (cont'd)
           He came in, sat down, and we worked
           together.

                        TOM
           Okay.

Tom understands, begins filling out the form.

                                                       CUT TO:

EXT. HANRAHAN'S PACKAGE STORE -- LATER

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

                                                       CUT TO:

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

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

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

                        CHUCKIE
           How's the woman?

                        WILL
           Gone.

                        CHUCKIE
           What?

                        WILL
           She went to Medical school in
           California.

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

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

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

This gets a small laugh from Will.

                        CHUCKIE (cont'd)
           My fuckin' back is killin' me.

A passing SHEET METAL WORKER overhears this.

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

                        WILL
           Fuck you.

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

                        WILL
           Week after I'm twenty-one.

                        CHUCKIE
           Are they hookin' you up with a job?

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

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

                        WILL
           Yeah, be a fuckin' lab rat.

                        CHUCKIE
           It's a way outta here.

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

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

                        WILL
           Chuckie, what are you talkin'...

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

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

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

                        WILL
           You don't know that.

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

A beat.

                        CHUCKIE (cont'd)
           Now, I don't know much. But I know
           that.

                                                       CUT TO:

INT. SEAN'S OFFICE -- DAY

Lambeau stands across from Sean, seething.

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

                        SEAN
           Now wait a minute--

                        LAMBEAU
           --And confuse him--

                        SEAN
           --Gerry--

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

                        SEAN
           Hold on!

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

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

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

                        SEAN
           "Undermine?"

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

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

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

                        SEAN
           Why do you think he does that, Gerry?

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

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

                        LAMBEAU
           Oh, come on, Sean--

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

                        LAMBEAU
           Oh, that's nice--

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

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

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

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

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

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

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

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

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

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

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

                        LAMBEAU
           He won't be a failure!

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

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

                        SEAN
           He's not you!

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

                        WILL
           I can come back.

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

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

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

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

                        WILL
           Do you want to talk about it?

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

                        WILL (cont'd)
           What's that?

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

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

Sean smiles.

                        WILL (cont'd)
           So what's it say?

                        SEAN
           You want to read it?

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

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

                        WILL
           --No, have you had any experience with
           that?

                        SEAN
           Yes.

                        WILL
                 (smiles)
           It sure ain't good.

INT. WILL'S CHILDHOOD APARTMENT -- FLASHBACK
From a child's P.O.V. we see a man, partially obscured by a
doorframe. The man turns toward the P.O.V.

                                                 CUT BACK TO:

INT. SEAN'S OFFICE -- DAY

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

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

INT. WILL'S CHILDHOOD APARTMENT -- FLASHBACK

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

                                                 CUT BACK TO:

INT. SEAN'S OFFICE -- DAY

                        SEAN
           Gotta go with the belt there...

                        WILL
           I used to go with the wrench.

                        SEAN
           The wrench, why?

                        WILL
           Cause fuck him, that's why.

A long quiet moment.

                        WILL (cont'd)
           Is that why me and Skylar broke up?

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

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

                        SEAN (cont'd)
           This is not your fault.

                        WILL
                 (nonchalant)
           Oh, I know.

                        SEAN
           It's not your fault.

                        WILL
                 (smiles)
           I know.

                        SEAN
           It's not your fault.

                        WILL
           I know.

                        SEAN
           It's not your fault.

                        WILL
                 (dead serious)
           I know.

                        SEAN
           It's not your fault.

                        WILL
           Don't fuck with me.

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

                        WILL
                 (tears start)
           I know.

                        SEAN
           It's not...

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

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

INT. RED LINE CAR -- DUSK

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

EXT. SOUTH BOSTON PARK -- DAY

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

INT. WILL'S APARTMENT -- NIGHT

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

EXT. TRI-TECH LABORATORIES -- DAY

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

                                                       CUT TO:

INT. TRI-TECH LABORATORIES, RECEPTION -- CONTINUOUS

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

                        SECURITY GUARD
           Can I help you?

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

                        SECURITY GUARD
           One moment.

The guard reaches for the phone.

DISSOLVE TO BLACK.

FADE UP to the sound of laughter.

INT. L STREET BAR & GRILLE -- DAY

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

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

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

                        CHUCKIE
           Oh, Morgan.

They both get up, in one another's face. This is a play fight.
"You gonna start?" "You gonna pay my hospital bills?"

                        WILL
           Sorry to miss this.

INT. L STREET -- SAME

Will comes back from the bathroom.

                        WILL
                 (to Chuckie)
           You and Morgan throw?

                        CHUCKIE
           No, I had to talk him down.

                        WILL
           Why didn't you yoke him?

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

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

                        CHUCKIE
           Shut the fuck up.

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

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

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

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

EXT. L STREET -- CONTINUOUS

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

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

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

                        WILL
           You're kiddin' me.

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

Laughter.

                        CHUCKIE (cont'd)
           Morgan wanted to get you a "T" pass.

                        MORGAN
           No I didn't...

Will approaches the car to take a closer look.

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

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

More laughter. Will inspects the Nova.

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

Laughter, a beat.

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

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

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

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

                        WILL
           So, you finally got a job Morgan?

                        MORGAN
           Had one, now I'm fucked again.

                        WILL
                 (to Chuckie)
           So what do you got, a fuckin' Hyundai
           engine under there? Can I make it
           back to my house?

                        CHUCKIE
           Fuck you. I re-built the engine myself.
           That thing could make it to Hawaii if
           you wanted it to.

Chuckie gives Will a look.

                        CHUCKIE (cont'd)
           Happy 21, Will.

                                                       CUT TO:

INT. SEAN'S OFFICE -- DAY

Will sits across from Sean.

                        SEAN
           Which one did you take, Will?

                        WILL
           Over at Tri-tech. One of the jobs
           Professor Lambeau set me up with. I
           haven't told him yet, but I talked to
           my new boss over there and he seemed
           like a nice guy.

                        SEAN
           That's what you want?

                        WILL
           Yeah, I think so.

                        SEAN
           Good for you. Congratulations.

                        WILL
           Thanks you.
                 (a beat)
           So, that's it? We're done?

                        SEAN
           We're done. You did your time. You're
           a free man.

A beat.

                        WILL
           I just want you to know, Sean...

                        SEAN
           You're Welcome, Will.

                        WILL
           I'll keep in touch.

                        SEAN
           I'm gonna travel a little bit, so I
           don't know where I'll be.

Will smiles.

                        SEAN (cont'd)
           I just... figured it's time I put my
           money back on the table, see what kind
           of cards I get.

Will smiles. Sean hands him a piece of paper.

                        SEAN (cont'd)
           I'll be checking in with my machine at
           the college. If you ever need anything,
           just call.

Sean smiles.

                        SEAN (cont'd)
           Do what's in your heart, son. You'll
           be fine.

                        WILL
           Thanks you, Sean.

They embrace.

                        SEAN
           No. Thank you.

                        WILL
                 (re: embrace)
           Does this violate the patient/doctor
           relationship?

                        SEAN
           Only if you grab my ass.

They laugh.

                        WILL
           See ya.

                        SEAN
           Good luck.

Both men smile.

                                                       CUT TO:

INT. HALLWAY OUTSIDE SEAN'S OFFICE - MOMENTS LATER

Will comes out of Sean's office and sees Lambeau walking up.

                        LAMBEAU
                 (surprised)
           Will.

                        WILL
           Hey, how you doin'?

                        LAMBEAU
           You know, you're no longer required to
           come here.

                        WILL
           I was just sayin' goodbye to Sean.

                        LAMBEAU
                 (a beat)
           Sam called me. From Tri-tech. He
           says you start working for them next
           week.

Will nods.

                        LAMBEAU (cont'd)
           Well, that's, I think that's terrific.
           Congratulations.

                        WILL
           Thank you.

                        LAMBEAU
           I just want you to know...It's been a
           pleasure.

                        WILL
           Bullshit.

They laugh.

                        LAMBEAU
           This job... Do it if it's what you
           really want.

                        WILL
           I appreciate that.

A moment. Will starts to go, Lambeau watches him for a beat,
Will turns back around.

                        WILL (cont'd)
           Hey, Gerry.

                        LAMBEAU
           Yes.

                        WILL
           Listen, I'll be nearby so, if you need
           some help, or you get stuck again,
           don't be afraid to give me a call.

                        LAMBEAU
                 (has to smile)
           Thank you, Will. I'll do that.

Will smiles, turns and walks away.

INT. SEAN'S OFFICE -- DAY

Sean is packing his office. Lambeau opens the door.

                        LAMBEAU
           Hello, Sean.

                        SEAN
           Come in.

                        LAMBEAU
           Sean...

                        SEAN
                 (a beat)
           Me too.

A moment.

                        LAMBEAU
           So I hear you're taking some time.

                        SEAN
           Yeah. Summer vacation. Thought I'd
           travel some. Maybe write a little
           bit.

                        LAMBEAU
           Where're you going?

                        SEAN
           I don't know. India maybe.

                        LAMBEAU
           Why there?

                        SEAN
           Never been.

Lambeau nods.

                        LAMBEAU
           Do you know when you'll be back?

                        SEAN
                 (picks up a flyer from
                  his desk)
           I got this mailer the other day. Class
           of Sixty-five is having this event in
           six months.

                        LAMBEAU
           I got one of those too.

                        SEAN
           You should come. I'll buy you a drink.

Lambeau smiles.

                        LAMBEAU
           Sean...

A beat.

                        LAMBEAU (cont'd)
           The drinks at those things are free.

Sean smiles.

                        SEAN
           Hell, I know that.

Both men laugh.

                        LAMBEAU
           How about one now?

                        SEAN
           Sounds good.

They start to walk out.

                        SEAN (cont'd)
           It's on you though, until eight o'clock
           tonight when I win my money.

Sean pulls out his lottery ticket. They start out down the
hall.

                                                       CUT TO:

INT. HALLWAY -- CONTINUOUS

On their backs as they walk down the hall.

                        LAMBEAU
           Sean, do you have any idea what the
           odds are against winning the lottery?

                        SEAN
           I don't know... Gotta be at least four
           to one.

                        LAMBEAU
           About thirty million to one.

                        SEAN
           You're pretty quick with those numbers.
           How about the odds of me buying the
           first round?

                        LAMBEAU
           About thirty million to one.

                                                       CUT TO:

EXT. BANK OF THE CHARLES RIVER -- AFTERNOON

Will sits alone, thinking. We hold on him for an extended
beat until he gets up and walks away.

104 OMITTED

EXT. SEAN'S APARTMENT -- EARLY EVENING

Begin final sequence.

A wide, establishing shot of Sean's apartment complex as the
sun is setting. The lights are on in one unit. A tighter
shot reveals Sean, in his apartment, packing his belongings in
cardboard boxes.

EXT. SEAN'S APARTMENT, STREET -- SAME

The camera cranes down from Sean's window and onto the street,
where we pan to reveal Will, sitting in his car and looking up
at Sean as he packs his things. Will's car is packed full of
clothes and books.

EXT. SOUTH BOSTON STREET -- SAME

Chuckie and the boys drive down the street in the Cadillac.
Morgan and Billy ride in the back, leaving the shotgun seat
open for Will.

EXT. SEAN'S APARTMENT -- SAME

Will holds an envelope which he slips in Sean's mailbox. He
puts the flag up and smiles as he looks up at Sean in his
apartment who is still unaware that Will is there.

EXT. WILL'S APARTMENT -- SAME

Chuckie pulls up in front of Will's house. He honks the horn,
waits a beat, then gets out and heads toward the house.

EXT. SEAN'S APARTMENT -- SAME

Will drives away from Sean's house. Sean hears the car pull
out and looks out the window. Sean sees Will's car pulling
 away. Curious, he investigates.

EXT. WILL'S APARTMENT -- SAME

Chuckie walks up Will's front steps.

EXT. SEAN'S APARTMENT -- SAME

Sean walks out to the sidewalk and looks around. Seeing the
mailbox flag has been raised, he walks over to it.

EXT. WILL'S APARTMENT -- SAME

Chuckie knocks on Will's front door. There is no answer. He
waits a beat, looks in the window. An incredulous smile slowly
starts to form.

EXT. SEAN'S APARTMENT -- SAME

Sean opens the card Will left for him. It reads:

                        WILL
                 (in writing)
           Sean-- If the Professor calls about
           that job, just tell him, "Sorry, I had
           to go see about a girl."

EXT. WILL'S APARTMENT -- SAME

Chuckie walks back towards his car unable to contain the broad
smile. He knows Will is gone. He shrugs in explanation to
the guys. Morgan takes Will's seat as they pull away from the
curb.

EXT. SEAN'S APARTMENT -- SAME

We pan up from the letter to Sean. A broad smile comes over
him. This is a look we haven't seen. Sean is truly happy.

EXT. MASSACHUSETTS TURNPIKE -- SUNSET

Will is on the road, driving away. As we pull back and credits
roll, the car disappears into the horizon.

                        THE END