"GOOD WILL HUNTING" (1997)

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.

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

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 is really laughing now.

Morgan gives Will a look, but Will only smiles.

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.

The classroom is packed with graduate students and TOM. PROFESSOR LAMBEAU (52) is at the lectern. The chalkboard behind him is covered with theorems.

Everyone groans.

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

More laughs.

A smattering of applause. Students pack their bags.

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.

Another pitch, inside.

Will guns another one, way inside.

Chuckie laughs and steps back.

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

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:

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.

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.

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

The boys get up and walk down the bleachers.

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.

Dead silence. Lambeau turns to an INDIAN STUDENT.

Nemesh shakes his head in awe.

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

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.

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

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

Laughter, Chuckie goes back searching through the bag.

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

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.

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.

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

Leaving the car, Chuckie opens his door to follow.

And with that, Chuckie is out the door.

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

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.

A crowd of onlookers have gathered. Chuckie addresses them.

The Police slam Will into the hood of a car.

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 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.

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.

Sean doesn't answer.

A beat.

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

DISSOLVE:

The morning sun reflects brilliantly off the river.

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 pulls away.

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

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.

Laughter.

More laughter.

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."

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

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

19 OMITTED

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.

Will looks up, immediately starts to shuffle off.

Lambeau follows Will down the hall.

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.

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

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

Laughter.

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

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:

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

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.

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.

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

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

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

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.

Will and Billy come forward, stand behind Chuckie.

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

Clark is stunned.

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

Will catches Skylar's eye.

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

He turns and walks away. Chuckie follows, throwing Clark a look. Morgan turns to a nearby girl.

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

She turns.

A beat.

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.

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.

Clark turns toward Will.

Clark doesn't get it.

Will SLAMS SKYLAR'S PHONE NUMBER against the glass.

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

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

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

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

Arriving at Will's house and dropping him off.

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.

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

Terry takes a beat. Holding all the cards.

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."

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.

The Judge interrupts to address the prosecutor.

Will cranks it up.

The Judge interrupts.

The Judge opens Will's CASE HISTORY.

A beat, the Judge takes particular notice.

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

The Judge takes a beat. Gives Will a look.

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.

The Bailiff goes to remove Will from the courtroom.

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

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

The Judge offers only a blank look.

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

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

Will picks up the phone, dials.

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

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.

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

Will smiles.

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.

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 gives the Psychologist a furtive look.

The Psychologist calmly packs his things.

The shrink gets up and walks out.

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

The Psychologist keeps walking.

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

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

Lambeau smiles.

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

Lambeau keeps smiling.

Lambeau rises and goes to the board.

He draws a vertical line through the diagram.

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

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

Lambeau steps in, writing with him [Will].

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

Will gets his coat.

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.

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

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

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

Will flinches.

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

Lambeau and the Therapist trade looks. This is working.

Will breaks into song at full volume.

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

He is gone. Will stops singing, laughs.

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

Will is out the door. Lambeau turns to Tom.

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.

A beat.

MAUREEN'S only response is an empty stare.

VINNIE looks up.

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

The students look up, somewhat stunned.

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

The students stare blankly.

A beat.

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

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.

Will and Skylar walk into the small shop.

Will, pulls out a bulging HANDFUL OF CARAMELS.

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.

Lambeau and Sean share a table at this exclusive restaurant. Sean seems slightly out of place in his wrinkled sport coat.

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

Will smiles.

She laughs.

He looks at her.

Both of them have cheeseburger in their mouths.

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

Will laughs.

She smiles.

She laughs.

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

Sean nods his head.

Sean finishes the joke. Lambeau chuckles.

Sean gives a slight, knowing smile.

Lambeau nods.

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

Sean relents.

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

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.

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

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

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

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.

A smile crosses Will's face as he walks to his chair and sits. He lights a cigarette. Sean continues to watch him. Finally-

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

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 returns to his chair. Pause.

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 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.

Sean is walking slowly towards Will.

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

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

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

A pause, Sean is staring at his painting.

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

She smiles.

Will shakes his head.

Will shakes his head. Smiles.

Skylar smiles.

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.

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.

Sean stands up.

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 nods quietly.

Sean stands,

And walks away.

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

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

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

Laughter. Chuckie pulls away from the curb.

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

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

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

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.

Lambeau and Sean walk down the hallway after the session.

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

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].

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

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.

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

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

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

Will nods, not really into it tonight.

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

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.

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:

A beat.

Sean smiles.

Will says nothing.

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

Will smiles, Sean takes a beat.

Will smiles. A beat.

Sean laughs.

A beat. Sean smiles.

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

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

She holds up her Lab. Will glances at it.

Will smiles.

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.

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

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

With a smile, she relents.

Sean and Will in session.

Will starts to clarify his question.

Sean smiles.

A beat. Will is impressed.

They laugh.

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.

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

Lambeau can no longer contain himself.

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:

Lambeau turns with satisfaction to an understanding Pekec.

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:

She laughs. Stops him.

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.

Everyone is laughing. Skylar speaks above the din.

She has everyone's attention. Will is nervous.

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

The gang erupts with laughter.

Chuckie, Will look at Morgan, baffled.

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

Chuckie heads towards Will to say goodnight.

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

Chuckie gives Will a curious look.

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.

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--

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.

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

He walks off.

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.

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

Timmy and Sean exchange a look.

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

Sean heads towards a table.

Lambeau follows [Sean]. They sit.

There is an awkward moment.

that.

Timmy comes over with the sandwhiches.

Timmy smiles. Gives him a look.

A beat. Timmy leaves.

A beat.

--possible Unabomber addition--

Beat.

A beat.

A beat. Lambeau gets up.

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.

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

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

The executives are completely blank.

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

Chuckie points to the third executive.

The third executive is baffled.

The executives exchange looks and go for their wallets.

Chuckie stands up and takes the money.

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.

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

Will laughs.

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

Will freezes. A beat.

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

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

An awkward beat.

Chuckie smiles.

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

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

She laughs. A beat.

She laughs.

Tom and Will are sitting waiting for Lambeau.

Lambeau enters going over a thick proof Will has completed.

Will gets up to leave.

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

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

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

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

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

He walks out.

Will leaves pulling on his clothes.

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 bites his tongue, trying to make this work.

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.

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

Will pays no attention to this exchange

Will is on pay phone talking to Skylar.

An awkward beat.

Will says nothing.

A beat.

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

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

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

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

Will can see that Lambeau wants more.

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

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

A beat.

Will gets up.

Lambeau is excited. Will clearly is not.

Will sits across from Sean.

A beat. Will has obviously been stewing on this.

A beat.

Sean waits.

A beat. Will says nothing.

A beat.

Will is silent.

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

Will loses it, slams the door shut.

Sean has finally gotten to Will.

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

A beat. Will looks up.

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

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.

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

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

A blank look.

Tom understands, begins filling out the form.

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

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.

This gets a small laugh from Will.

A passing SHEET METAL WORKER overhears this.

A beat.

Lambeau stands across from Sean, seething.

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

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

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

Sean smiles.

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

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

A long quiet moment.

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

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.

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.

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

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

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

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

The guard reaches for the phone.

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

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

Will comes back from the bathroom.

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

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

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

Laughter.

Will approaches the car to take a closer look.

More laughter. Will inspects the Nova.

Laughter, a beat.

Chuckie gives Will a look.

Will sits across from Sean.

A beat.

Will smiles.

Will smiles. Sean hands him a piece of paper.

Sean smiles.

They embrace.

They laugh.

Both men smile.

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

Will nods.

They laugh.

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

Will smiles, turns and walks away.

Sean is packing his office. Lambeau opens the door.

A moment.

Lambeau nods.

Lambeau smiles.

A beat.

Sean smiles.

Both men laugh.

They start to walk out.

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

On their backs as they walk down the hall.

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

104 OMITTED

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.

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.

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.

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.

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

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.

Chuckie walks up Will's front steps.

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

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.

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

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.

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.

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