Good Will Hunting (1997)

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