by
Matt Damon & Ben Affleck

FADE IN:

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

CUT TO:

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

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

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

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

ALL
Oh Jesus. Here we go.

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

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

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

CHUCKIE
You guys know my cousin Mikey
Sullivan?

ALL
Yeah.

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

ALL
What? Come on!

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

WILL
Chuckie, what the fuck happened?

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

Chuckie is really laughing now.

MORGAN
--That isn't funny--

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

BILLY
Fuckin' Chuckie!

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

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

MORGAN
You guys are fuckin' sick.

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

WILL/MORGAN/BILLY
OH!

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

MORGAN
Jesus.

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

BILLY
Like it can understand.

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

WILL
Watching his cat get brained.

Morgan gives Will a look, but Will only smiles.

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

WILL
--or a tail--

MORGAN
WILL!

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

WILL/MORGAN/BILLY
No! Ugh!

CHUCKIE
Is that unbelievable? He brained an
innocent cat!

BLACKOUT:

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

We see a panoramic view of South Boston.

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

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

We travel across crowded public housing and onto downtown.

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

CUT TO:

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

The classroom is packed with graduate students and TOM.

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

LAMBEAU
Please finish McKinley by next month.

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

Everyone groans.

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

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

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

More laughs.

LAMBEAU
Okay. That is all.

A smattering of applause. Students pack their bags.

CUT TO:

INT. FUNLAND – LATER

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

Several empty beer cans sit by the cage.

CHUCKIE
Will!

Another pitch, inside.

CHUCKIE
You're gonna get charged!

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

Will guns another one, way inside.

CHUCKIE
Stop brushin' me back!

WILL
Stop crowdin the plate!

Chuckie laughs and steps back.

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

WILL
What are we gonna do up there?

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

WILL
Fuck you.

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

CUT TO:

EXT. SOUTH BOSTON ROOFTOP -- EARLY AFTERNOON

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

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

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

CUT TO:

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

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

STUDENT
Excuse me, Professor Lambeau?

LAMBEAU
Yes.

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

LAMBEAU
It's Saturday.

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

LAMBEAU
Find out what?

STUDENT
Who proved the theorem.

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

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

Billy sees something that catches his interest.

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

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

MORGAN
Yah, that is a nice ass.

CHUCKIE
You could put a pool in that backyard.

BILLY
Who's she talking to?

MORGAN
That fuckin' guinea, Will knows him.

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

BILLY
He's a pretty big kid.

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

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

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

MORGAN
Fuck her.

The boys get up and walk down the bleachers.

WILL
I could go for a Whopper.

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

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

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

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

MORGAN
She's not stupid.

WILL
She's sharp as a marble.

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

CUT TO:

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

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

Satisfied, he turns to the class.

LAMBEAU
This is correct? Who did this?

Dead silence. Lambeau turns to an INDIAN STUDENT.

LAMBEAU
Nemesh?

Nemesh shakes his head in awe.

NEMESH
No way.

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

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

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

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

MORGAN
Double Burger.

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

MORGAN
(same tone)
Double Burger.

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

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

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

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

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

MORGAN
(sarcastic)
Yah, all right...

CHUCKIE
How much money you got?

MORGAN
I told you, I just got change.

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

MORGAN
Why you gotta be an asshole Chuckie?

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

Laughter, Chuckie goes back searching through the bag.

CHUCKIE
Oh motherfucker...

WILL
She didn't do it again did she?

CHUCKIE
Jesus Christ. Not even close.

MORGAN
Did she get my Double Burger?

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

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

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

CHUCKIE
No, and we got four of 'em.

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

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

WILL
Well, she out did herself today...

MORGAN
I don't got a crush on her.

Push in on Will who sees something O.S.

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

CHUCKIE
What do we got?

WILL
I don't know yet.

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

MORGAN
Come on, Will...

CHUCKIE
Shut up.

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

WILL
(smiles)
So don't go.

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

CHUCKIE
Morgan, Let's go.

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

Leaving the car, Chuckie opens his door to follow.

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

And with that, Chuckie is out the door.

CUT TO:

EXT. SIDEWALK --CONTINUOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

EXT. SIDEWALK (FULL SPEED) -- CONTINUOUS

A crowd of onlookers have gathered. Chuckie addresses them.

CHUCKIE
Hey, thanks for comin' out.

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

The Police slam Will into the hood of a car.

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

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

WILL
Get the fuck off me!

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

CUT TO:

EXT. SEAN'S ROOF -- NIGHT

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

LANDLADY
Sean?

Sean doesn't answer.

LANDLADY
Sean? You okay?

SEAN
Yeah.

A beat.

LANDLADY
It's getting cold.

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

DISSOLVE:

EXT. CHARLES RIVER, ESTABLISHING SHOT -- MORNING

The morning sun reflects brilliantly off the river.

CUT TO:

EXT. COURTHOUSE -- NEXT MORNING

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

CHUCKIE
When's the arraignment?

WILL
Next week.

Chuckie pulls away.

CUT TO:

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

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

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

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

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

Laughter.

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

More laughter.

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

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

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

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

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

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

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

CUT TO:

OMITTED

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

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

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

LAMBEAU
Excuse me!

Will looks up, immediately starts to shuffle off.

WILL
Oh, I'm sorry.

LAMBEAU
What're you doing?

WILL
(walking away)
I'm sorry.

Lambeau follows Will down the hall.

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

WILL
Hey fuck you.

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

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

LAMBEAU
My God.

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

CUT TO:

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

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

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

WILL
Yeah, Morgan. I got fired.

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

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

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

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

MORGAN
Fuck you, you fat fuck.

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

WILL
Management was restructurin'.

Laughter.

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

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

CHUCKIE
I told you "no" yesterday!

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

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

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

CASEY
ID?

INT. BOW AND ARROW -- CONTINUOUS

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

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

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

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

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

CHUCKIE
Hey, how's it goin'?

LYDIA
Fine.

SKYLAR
Okay.

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

LYDIA
Yes.

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

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

SKYLAR
What class?

CHUCKIE
Ah, history I think.

SKYLAR
Oh...

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

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

CLARK
What class did you say that was?

CHUCKIE
History.

CLARK
How'd you like that course?

CHUCKIE
Good, it was all right.

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

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

CLARK
Pretty broad. "History of the World?"

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

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

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

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

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

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

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

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

Will and Billy come forward, stand behind Chuckie.

CHUCKIE
All right, are we gonna have a
problem?

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

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

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

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

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

Clark is stunned.

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

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

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

CLARK
Yeah? What're those?

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

Will catches Skylar's eye.

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

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

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

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

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

Morgan turns to a nearby girl.

MORGAN
My boy's wicked smart.

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

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

Skylar emerges from the crowd and approaches Will.

SKYLAR
You suck.

WILL
What?

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

WILL
I'm Will.

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

WILL
I kind of got that impression.

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

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

SKYLAR
Here's my number.

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

SKYLAR
Maybe we could go out for coffee
sometime?

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

SKYLAR
What?

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

SKYLAR
(laughs)
Okay, sounds good.

She turns.

WILL
Five minutes.

SKYLAR
What?

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

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

WILL
The caramel thing is my pick-up line.

A beat.

SKYLAR
Glad I came over.

CUT TO:

EXT. BOW AND ARROW -- LATER

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

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

WILL
Hold up.

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

WILL
Hey!

Clark turns toward Will.

WILL
DO YOU LIKE APPLES?

Clark doesn't get it.

WILL
DO YOU LIKE APPLES?!

CLARK
Yeah?

Will SLAMS SKYLAR'S PHONE NUMBER against the glass.

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

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

EXT. STREET -- NIGHT

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

EXT. CHARLES STREET BRIDGE -- DAWN

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

EXT. CHARLESTON BACKROAD -- DAWN

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

EXT. WILL'S APARTMENT -- DAY

Arriving at Will's house and dropping him off.

DISSOLVE TO:

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

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

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

TERRY
Yeah, can I help you?

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

TERRY
No students work for me.

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

TERRY
Which one's your building?

LAMBEAU
Building two.

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

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

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

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

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

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

Terry takes a beat. Holding all the cards.

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

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

INT. COURTROOM -- DAY

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

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

The Judge interrupts to address the prosecutor.

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

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

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

PROSECUTOR
Your Honor--

Will cranks it up.

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

PROSECUTOR
Man is a what?

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

The Judge interrupts.

JUDGE MALONE
Son,
(a beat)
My turn.

The Judge opens Will's CASE HISTORY.

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

A beat, the Judge takes particular notice.

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

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

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

The Judge takes a beat. Gives Will a look.

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

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

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

The Bailiff goes to remove Will from the courtroom.

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

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

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

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

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

The Judge offers only a blank look.

JUDGE MALONE
Oh. Pleased to meet you.

LAMBEAU
Do you have a minute?

CUT TO:

INT. MIDDLESEX COUNTY JAIL, HOLDING AREA -- SAME

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

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

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

WILL
How many?

Will picks up the phone, dials.

WILL
Hey, Skylar?

INT. SKYLAR'S DORM -- DAY

SKYLAR
Yeah?

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

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

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

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

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

SKYLAR
Sounds good, where are you now?

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

CUT TO:

INT. MIDDLESEX COUNTY JAIL, INTERROGATION ROOM -- LATER

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

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

WILL
Fuck do you want?

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

WILL
(suspicious)
Really?

LAMBEAU
(beat)
Yes. Under two conditions.

WILL
What're those?

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

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

LAMBEAU
That's right.

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

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

CUT TO:

INT. FUNLAND -- DAY

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

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

BILLY
Submit, bitch! Submit! Submit!

MORGAN
(being strangled)
Suck my cock!

BILLY
Oh, Morgan!

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

CHUCKIE
What'd you get? You get leniency?

WILL
Probation, counselin', few days a
week.

CHUCKIE
You're fuckin' good.

Will smiles.

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

MORGAN
(to Chuckie)
Fuck your mother too!

INT. WILL'S APARTMENT -- NIGHT

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

INT. PSYCHOLOGIST'S OFFICE -- CONTINUOUS

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

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

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

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

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

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

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

WILL
You're right. I know.

PSYCHOLOGIST
Will, your not getting off that easy.

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

PSYCHOLOGIST
Like what, Will?

WILL
I go places, I interact.

PSYCHOLOGIST
What places?

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

Will gives the Psychologist a furtive look.

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

PSYCHOLOGIST
I might understand that.

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

PSYCHOLOGIST
What?

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

PSYCHOLOGIST
That's very presumptuous.

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

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

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

PSYCHOLOGIST
You're getting defensive, Will.

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

PSYCHOLOGIST
Who is "Danny Terrio?"

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

The Psychologist calmly packs his things.

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

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

The shrink gets up and walks out.

WILL
Fuckin' hypocrite...

INT. HALLWAY -- CONTINUOUS

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

LAMBEAU
Henry?

The Psychologist keeps walking.

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

LAMBEAU
What happened?

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

LAMBEAU
Wait a minute, Henry...

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

CUT TO:

INT. LAMBEAU'S OFFICE -- DAY

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

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

WILL
Of course.

LAMBEAU
Okay. How?

WILL
It's an integer proof.

Lambeau smiles.

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

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

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

Lambeau keeps smiling.

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

WILL
I think so.

LAMBEAU
I happen to know so.

Lambeau rises and goes to the board.

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

He draws a vertical line through the diagram.

LAMBEAU
Now, what if I do this?

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

LAMBEAU
Have you ever played checkers?

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

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

Lambeau steps in, writing with him [Will].

LAMBEAU
What's that?

WILL
Half-red, half-black--

LAMBEAU
--that?--

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

LAMBEAU
--That edge!

WILL
An integer.

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

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

Will gets his coat.

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

CUT TO:

INT. LAMBEAU'S OFFICE -- DAY

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

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

LAMBEAU
Shall we start the, uh...

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

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

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

HYPNOTIST
Would you mind standing on one leg?

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

TIME CUT TO:

INT. LAMBEAU'S OFFICE -- LATER

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

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

WILL
Seven.

HYPNOTIST
And what do you see?

WILL
Somethin's in my room.

HYPNOTIST
What is it?

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

Will flinches.

HYPNOTIST
You're in a safe place, Will.

WILL
It's touching me.

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

HYPNOTIST
Where is it touching you?

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

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

Lambeau and the Therapist trade looks. This is working.

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

Will breaks into song at full volume.

WILL
"SKY ROCKETS IN FLIGHT!"

LAMBEAU
(getting up)
Oh Jesus.

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

LAMBEAU
Wait a minute, Barry.

HYPNOTIST
I have better ways to spend my time.

He is gone. Will stops singing, laughs.

LAMBEAU
Oh, for God's sake, Will.

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

LAMBEAU
I told you to cooperate with these
people.

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

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

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

LAMBEAU
Get out, Will.

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

LAMBEAU
That's enough.

Will is out the door. Lambeau turns to Tom.

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

LAMBEAU
What's the point?

TOM
What do you want to do?

LAMBEAU
There is somebody...

TOM
Who is he?

LAMBEAU
He was my roommate in college.

INT. BUNKER HILL CAMPUS -- DAY

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

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

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

A beat.

SEAN
Maureen?

MAUREEN'S only response is an empty stare.

SEAN
Keep up the good work, Maureen.
Vinnie?

VINNIE looks up.

VINNIE
Because trust is an important thing.

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

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

SEAN
If you don't help them trust you --
then th