"THE DEPARTED" (2006)

THE DEPARTED

By

William Monahan

Based on Infernal Affairs

SCRIPT AS SHOT COMPILED SEPTEMBER 2006

Revisions: Yellow 5/23/05 Pink 05/20/05 Blue 05/18/05 New White 05/10/05

FADE UP ON

THE SOUTH BOSTON HOUSING PROJECTS. A MAZE OF BUILDINGS AGAINST THE HARBOR.

YELLOW RIPPLES PAST THE CAMERA AND WHEN IT CLEARS WE SEE THROUGH DIESEL SMOKE: A BUSING PROTEST IN PROGRESS. THE SCHOOL-BUS, FULL OF BLACK KIDS, IS HIT WITH BRICKS, ROCKS. N.B.: (THIS IS NOT SETTING THELIVE ACTION IN 1974; IT IS A HISTORICAL MONTAGE, THE BACKGROUND FOR COSTELLO'S V.O.).

COSTELLO's profile passes in a dark room.

The neighborhood. 1980's. We won't be here long. This isn't where Costello ends up. It's where he began. Liquor stores with shamrocked signs. MEN FISHING near Castle Island. Catholic SCHOOLKIDS playing in an asphalted schoolyard.

COSTELLO comes in. The shop is one that sells papers, sundries, fountain drinks...and fronts a bookie operation.

The frightened proprietor hands over money. Fifty bucks, a hundred, doesn’t matter. COSTELLO is never the threatener. His demeanor is gentle, philosophical. Almost a shrink’s probing bedside manner. He has great interest in the world as he moves through it. As if he originally came from a different world and his survival in this one depends on close continual observation and analysis.

YOUNG COLIN looks up. CLOSE ON his eyes. He is fourteen or fifteen, but small for his age. Bookish.

COSTELLO eyes the proprietor’s TEENAGE DAUGHTER, working behind the counter. He takes a propane lighter, and, strangely, pays for it (the proprietor startled) and waits for change. He lights a MORE cigarette with the lighter.

The PROPRIETOR is uneasy. COSTELLO turns to YOUNG COLIN (about 14) staring at the local hero. Costello reaches up above and behind the counter and takes down some cigarettes.

COLIN nods.

COLIN nods.

COSTELLO tells the Proprietor to takes three loaves of bread and some soup off the shelves and puts them in Colin’s bag.

He goes over to the fridge and puts two half gallons of milk in the bag. Some soup. Costello turns to Colin.

CONTINUED: (2)

Colin nods. He adds a couple of comic books.

When the PROPRIETOR looks at him, he takes out the money he put in his pocket and gives back half.

YOUNG COLIN nods, holding the big bag of loot.

He gives some money to Carmen.

Looks intently at COLIN to see if he gets it. Colin does.

COLIN nods: everybody does.

He pushes out with the bags of groceries.

The PROPRIETOR can do shit about it.

YOUNG COSTELLO watches YOUNG COLIN go off down a slummy street.

YOUNG COLIN, the good boy, the very good boy, is serving at a funeral Mass. Various views of the church. Stained-glass light. The altar is still wreathed in the smoke of incense.

CLOSE on COLIN'S face.

A liturgical bell tings.

COSTELLO is talking informally (we realize that this is a continuation of the philosophical talk, the shadowy pacing). YOUNG KIDS. Useful young men. YOUNG COLIN, three years older, is among them.

YOUNG COLIN, the recent altar boy, visiblydoesn't go for that sort of thing.

Rose-colored dawn. YOUNG COSTELLO, with a pistol, executes a MAN kneeling in the surf. She falls on the body of a man who has just been executed.

FRENCH moves forward with an axe in his hand.

They go about their business.

YOUNG COSTELLO walking, talking...Not continuous with the above. We see that only YOUNG COLIN is present.

MISTER FRENCH is doing books off behind a window of dirty glass.

very close on COSTELLO, holding Colin's shoulder.

ECU: COLIN’S EYES swerve up. We are now on (MATURE) COLIN’S EYES eyes. This is how the character transits the “age leap”...on the unchanging eyes.

THE SAME EYES.

Pull back to reveal:

COLIN writes.

POLICE TRAINEES ON A FIRING RANGE. As we go along the line we see COLIN, firing dry and then speed-changing a clip in a BERETTA 92F. He is a perfect trainee.

STATE POLICE TRAINEES standing in a pissing rain, a DI yelling at them OS. COLIN is staring forward. RAIN streaming down his face. His opinion on the experience is not decipherable. Ad libs: "Sir, yes, sir."

Guys we recognize from the previous shots at the State Police Academy (wearing Statie t-shirts), including COLIN and BARRIGAN, are playing rugby against some FIREFIGHTERS. Very rough game. The game breaks up with each group giving each other the finger. FIREFIGHTERS are moving away triumphantly.

COLIN sits on a bench looking at THE GOLD DOME OF BEACON HILL. The terraces of fine townhouses. Aqueous golden light behind. Misty golden beauty.

COLIN doesn't have a great sense of humor but he knows how to pretend that he does. He smiles.

Bagpipes and bullshit. Flags cracking. Line after line of paramilitary-looking graduates, among them COLIN.

CAMERA swirls around COLIN as he moves, a lone person, through the breaking up crowd. Other graduates are hugged by family. COLIN, alone, comes to the gates of the yard.

The bagpipe band plays "Minstrel Boy."

COLIN'S POV:

AN OLDSMOBILE. COSTELLO and MISTER FRENCH standing by the car.

COLIN walks over to the car. COSTELLO gives COLIN a BOX. COLIN flips open the top and then quickly closes it. NOTE: The box could contain an eyeball, money, drugs, a picture of Colin fucking his school teacher...we will never know.

TITLE: FOUR YEARS LATER

A test is reversed on a desk lit with fluorescents. BILLY takes up a Number Two pencil. He is in a room full of trainees, far enough along in their traineeship that their hair has grown in.

A CLOCK TICKS, sweep hand coming around.

BILLY'S EYES on it.

BILLY takes the test, marking multiple choice answers swiftly while all around him trainees are sweating and still trying to read the questions.

BILLY, wearing a State Police sweatshirt is running, alongside BROWN a black trainee with specs.

BROWN is left thinking about this.

BILLY with other trainees is being braced by a DI.

BILLY, in glasses and ear-protectors, waiting for the target. Go from the GUN to

COLIN, four years a veteran of the gang unit, is on the job, on a raid, clearing rooms, part of a team working with massive aggression. He moves through a door. A SAD SACK OF SHIT is throwing drugs out a window.

COPS enter past Colin and pigpile the man. COLIN is chewing gum, all testosterone and aggression, glad to be a cop. The smartest guy in the room.

BILLY fires, and changes clips.

A BLACK-WINDOWED, MODERN, POLICE BUILDING, beetling over a plaza. Older Boston reflected in the featureless glass. The Boston of this film is almost futuristic. COLIN looks up at the building with great intensity. He puts on his sunglasses and walks towards the door.

COLIN, in civvies (a very good suit), stands at suave attention before CAPTAIN QUEENAN, a mild and scholarly man who might as well be a Jesuit history-teacher.

He turns to go.

As COLIN leaves the office, looking very satisfied and not a little saturnine (it's not as if he isn't pleased by recognition and it's not as if he won't get revenge on Dignam), he barely glances--and does not actually see--the TRAINEE sitting off to one side. He sees polished brogues, and walks on.

As COLIN leaves she moderates her expression and:

BILLY looks up. He has not seen COLIN, and COLIN has not seen him. He has his interview on his mind.

BILLY stands at attention. The picture of a spit-and-polish trainee.

BILLY does.

BILLY has no idea why he is in this room with the brass. Sgt. Dignam is staring at him aggressively, with contempt, stirring his coffee. DIGNAM is more intelligent than he seems.

BILLY doesn’t want to answer unless he can answer correctly.

BILLY wouldn't normally take crap from this guy; but he does. He's openly intrigued by the situation. Dignam is staring at him. BILLY looks evenly at QUEENAN.

CONTINUED: (2)

BILLY says slowly:

BILLY says nothing. Eyes luminous.

COLIN, in his good suit, moves along the hall. He owns the building. He looks into offices. He is looking at his future. From one room BARRIGAN (still working in uniform) gives him the thumbs up. COLIN gets a coffee. He looks at a secretary's ass. Caught at it, he smiles beautifully. She smiles back.

Meaning to some extent "Perfect for a dick like you". This is how friends come apart. BARRIGAN is unable to continue his pose of congratulation. COLIN (close on Colin) is on to him.

BILLY is still at attention. DIGNAM going with wet thumb through papers.

QUEENAN is inspecting Billy, watching his reactions. Specs catching light.

COLIN is eyeing a woman COP across the table. She smiles at him and lowers her eyes. At the end of the table:

SURVEILLANCE PHOTOS come up. COSTELLO in sunglasses standing in front of the Autobody shop. COSTELLO standing with UNCLE JACKIE COSTIGAN.

PHOTO OF JACKIE'S DEMISE: PHOTO OF JACKIE, DEAD.

MORE RECENT PHOTOS. FITZY, DELAHUNT, FRENCH, all photographed with COSTELLO. Coming out of buildings, talking on the street, getting into cars.

A picture of COSTELLO comes up. COLIN looks at it. In the MUG SHOT Costello is serene, untouchable legally, untouchable at the heart. He's like a hilarious devil.

CONTINUED: (2)

The recruits disperse into a glittering modern office. COLIN, in his flash suit, gets a cup of coffee. He looks at the BRIEFING BOOK. He opens to a picture of COSTELLO.

DIGNAM still working Billy.

Dignam leans over Billy.

BILLY, opened up expertly and crudely, stares with contained hatred.

CONTINUED: (2)

BILLY looks at him, and then looks forward.

CLOSE ON BILLY.

CONTINUED: (3)

A TROLLEY goes past. HOSPITAL HILL, above the trolley line, is sinister, quiet. HOSPITAL at the top like a malign fortress, above rows of endlessly repeated condominiums. BILLY CROSSES from the Trolley stop, desperately, an angry young man at his life's turning point.

BILLY’S MOTHER lies as if floating in her bed. Tubes, lights. A bald head on a barely-dented pillow. She is a cancer patient in a coma, weighing possibly 80 lbs. Gasping for air. Her airways are cleared with a suction tube. BILLY sits watching as the tube goes in. BILLY sits looking at her.

BILLY is leaning against a wall. A maternal WASP UNCLE, a not- bright guy (pretensions, rather than status), speaks briefly to a DOCTOR further along the hall, then approaches BILLY, hands in the pocket of a good suit.

THE UNCLE moves away, bends to get his overcoat.

AERIAL. FLY FROM the HOSPITAL TO:

THE GOLD DOME ON BEACON HILL

A REALTOR switches on lights. An empty, flash apartment above the Parisian rooftops of Beacon Hill. A view of the Dome. More than you'd think a cop could afford. We see, as COLIN does, beyond his reflection in the glass, the STATE HOUSE DOME.

BILLY sits on a bench looking out over the whole city. (It is the best view of Boston, never seen in a film). He’s smoking a cigarette, making his decision.

Continuation of the interview.

QUEENAN writes on a slip of paper and hands it to BILLY. BILLY looks up from the paper, impressed.

BILLY looks up with a glazed insolence. In one beat he is not a scared trainee but a smart criminal.

BILLY throws down his cigarette. He has decided.

FILM TITLE: THE DEPARTED

Priest's cassock whipping in the wind. A few mourners (shabby genteel ladies, contemporaries of his mother), but Billy seems to have no real connection with any of them.

LATER

BILLY is alone at the grave. He looks at the tags on wind- blown wreaths. One gives him pause. Under a picture of The Virgin it reads: "Heaven holds the Faithful Departed" and is signed: "F. Costello".

A CELL DOOR CLOSES. On Billy. Looking like a real criminal. Not a pretend one. Frightened and resolute at once. BILLY is in a holding tank.

COLIN, in a bathrobe, leans on the rail and looks at Boston. THE GOLD DOME visible. Colin drinks coffee. Not satisfied: worried.

BILLY, naked, holds his clothes in a bundle. Being processed out of jail. Beside him another guy, furtive, gruff, not trying to be friendly.

Billy gets his clothes.

On the wall is a rogues gallery of COSTELLO and all his primary guys...MISTER FRENCH, DELAHUNT, FITZY. COLIN and others sitting listening. COLIN, reading a paper (Boston Herald) which may or may not have the headline, CASE DROPPED AGAINST DRUGS CADET (featuring a picture of Billy), looks up as SGT. DIGNAM comes in.

LAZIO, the Fed, comes in and sits down. With folders, pencil.

COLIN stands down, embarrassed.

CONTINUED: (2)

BILLY steps off a bus at a corner. He goes up to a house, and knocks on the door. A Southie hag answers. On an oxygen cylinder, smoking.

BILLY nods.

His aunt takes her cigarette out of her mouth and then embraces him fiercely. BILLY takes it like the imposter he is. But he might well love his aunt.

BILLY is eating soup.

Sean is a villain leaning in a doorway. Bad tie: he takes it off. He has been at a funeral.

It's true. They are on the table.

Sean opens the fridge, opens a beer, and hands it to BILLY. He opens one for himself.

Sean and BILLY are still drinking beer.

Sean looks deflated.

Sean nods, and nods.

BILLY is waiting. Sean comes out of a squalid looking house and gets into a car. Fast. Billy puts the car in gear.

He has a paper bag full of money. He opens a beer.

They drive past a BPD cruiser. Sean hides his beer.

BILLY laughs.

Sean, beyond wasted, is talking to some people, including MISTER FRENCH. A table wet with spilled beer.

They solemnly toast uncle Jackie and his fate among the fucking guineas. Across the crowded room, BILLY is ordering at the bar.

BILLY glances over at the table where MISTER FRENCH sits with SEAN, and then smashes his glass into the face of the WELL DRESSED SCUMBAG. He stands waiting for the SCUMBAG to get up he is grabbed and shoved against the wall by MISTER FRENCH. Popped into a pay phone hard. The pay phone comes off the hook.

BILLY shakes his head no.

A beat: they stare at each other.

A beat.

BILLY laughs.

CONTINUED: (2)

The WELL-DRESSED SCUMBAG is bleeding, incredulous. MISTER FRENCH takes him by the shoulder.

FRENCH demolishes him with body blows.

COLIN and BARRIGAN (who Colin has moved to plain clothes) stand at the door, talking, or trying to talk, with a fearful MRS KENNEFICK. MRS KENNEFICK looks like she starts drinking whiskey at 9 in the morning.

MRS. KENNEFICK notices COSTELLO driving by.

Costello and Gwen are in the car. Gwen is dressed like Jackie O.

She slams the door. As COLIN walks away from the door he notices the TAIL: a maroon sedan and a damaged white delivery van.

FRENCH pulls up to a light.

[COSTELLO blows a red light and leaves the tail (including the Surveillance Van which we will see again) behind him in a snarl of traffic.]

French steps on it and blows through the light, leaving the follow cars behind.

COLIN boards with a bunch of other cops and workers. On board, directly beside him, is MADOLYN. COLIN's age, beautiful, wearing a business suit. She has a thick stack of medical-looking files. She's a psychiatrist on contract to the Commonwealth of Massachusetts. She does probation counselling work with "violent offenders" and also sees policemen.

MADOLYN nods, and then because this is a (relatively) sensitive subject ignores COLIN, but she is visibly attracted by him.

MADOLYN laughs.

The door opens.

After she steps out he prevents the door from closing.

CONTINUED: (2)

MADOLYN hands him a card.

She hesitates. He takes the card.

The doors close. The elevator takes him up. He takes out his cellphone as if he's forgotten something. As the doors open, the signal bars light up, and the phone rings.

CONTINUED: (3)

The same shop in which YOUNG COSTELLO talked to YOUNG COLIN, all those years ago. Two ITALIANS are in the shop, talking hard to the Pakistani PROPRIETOR (SINGH). These are hard guys but they're not being threatening, just persistent: the guy DOES owe them money. BILLY is finishing his breakfast. Watching. He goes over. The two GUINEAS are amazed. [Dialog on separate document].

Billy is finishing his breakfast. Watching. He goes over....

The GUINEAS look at him. The younger one moves to intervene. BILLY smiles and destroys them both. Maniacal violence. The biggest beatdown in gangster movie history--and obviously that's saying something. In the course of the beat-down Billy breaks his left hand--a "boxer's fracture". BILLY stands over his victims, breathing hard, holding his broken hand.

BILLY goes.

BILLY, unlit cigarette in his mouth, is having his hand wrapped in plaster by a lady doctor. In another life he might have dated her. Not in this one.

A romantic restaurant. The best Boston has (which isn't saying much, but whatever). COLIN, looking great, a man on the rise. MADOLYN in pearls, also looking great. But maybe the conversation has lapsed and the date gone south.

COLIN wonders if she's breaking his balls. A DESSERT arrives: some towering Japanesey concoction with a fan of sugar candy spines, sitting in a pool of sauce. COLIN looks at it, fork poised. MADOLYN looks at it. He looks up at her.

MADOLYN smiles: she likes him. Even with the dinner-long bitterness over the duck l'orange.

The look at the dessert.

MADOLYN laughs. COLIN sees his shot: he’s got her laughing.

CONTINUED: (2)

Colin stares at her. Water glass nearly goes over.

MADOLYN is impressed.

COLIN laughs but looks nervous about the concept of "opening up".

CONTINUED: (3)

COLIN takes it seriously; admires it.

Unsaid: Like I do.

A slow night. BILLY IS AT THE BAR bent over a glass of cranberry juice. The women available are two CRONES. [Dialog on separate document]. Stark contrast to COLIN'S EVENING. A BOOKMAKER on the phone. BILLY, by the glances of people looking at him, has made his bones. He’s treated with respect. His hand and wrist in a cast. Out of nowhere (though Billy is aware conversation has stopped he does not look around)...

COSTELLO sits down beside him AT THE BAR.

BILLY observes:

MISTER FRENCH sitting down at a far table. Watching. Covering the room.

COSTELLO is brought a glass of water by the silent bartender. No sound whatsoever in the bar.

They say nothing, look at each other. BILLY notices DELAHUNT and FITZY, entering. They stand by MISTER FRENCH.

BILLY sits motionless.

BILLY does: but shakes his head.

BILLY stands up. MISTER FRENCH stands up. BILLY, COSTELLO, and MISTER FRENCH move towards the back room. As they walk to the back room of the bar, we hear COSTELLO:

COSTELLO appreciates the balls of this. He looks at Mister French. Then back at Billy, smiling.

BILLY tenses. Exactly as he might if he were wearing a wire.

MISTER FRENCH and COSTELLO look at each other.

BILLY slips out of them. MISTER FRENCH inspects the shoes. COSTELLO'S cold eyes are on BILLY. MISTER FRENCH searches BILLY. Looks into his wallet. The wallet is emptied onto a table.

CONTINUED: (2)

COSTELLO turns to MISTER FRENCH.

With amazing violence MISTER FRENCH smashes the cast on the corner of a table. Billy drops to his knees in tears of pain. MISTER FRENCH sorts through the pieces of the cast. Ad libs: "such a fuckin' pussy."

He grabs Billy's broken right hand.

COSTELLO twists Billy's broken hand.

CONTINUED: (3)

COSTELLO lets go of Billy's hand. Billy is weeping on the floor. COSTELLO straightens his suit.

COSTELLO, the visiting king, points at a group of drinkers, including a BLOND WOMAN (1st), GWEN.

The IRA MOTHERFUCKER is terrified.

Costello exits.

MISTER FRENCH is methodically shelling and eating peanuts.

And he is.

SILENT FLASH of MISTER FRENCH strangling his wife with a wire in a 70's bathroom.

GWEN looks up:

SEAGULLS squabble over unusual food. POWER PLANT IN THE DISTANCE, the MTA-train going by. TWO BODIES lie in a tidal ditch in the salt-marsh. They are the Italians who Billy fought in the restaurant. Hands taped together behind their backs. Two in the head each. COLIN is with the LYNN POLICE and the State Police forensics people. COLIN gets down and lifts a soaking lapel. Revealed is the tag of a men's shop in Providence.

COLIN gets up. He walks back across the marsh. Opens his cell phone.

At a PAY PHONE he dials another number.

One of Costello's homes.

BILLY cannot hear what COSTELLO is saying. He has an aluminum brace taped on his wrist and hand.

COLIN deadpan, appreciative, hangs up the phone. BARRIGAN walks in the middle distance, giving the man his privacy.

COSTELLO sits down in the breakfast area in his bathrobe. He has a bowl of cornflakes.

BILLY sits. MISTER FRENCH are nearby.

COSTELLO and MISTER FRENCH look at each other.

COSTELLO lifts a piece of plastic on the table revealing a severed human hand. BILLY tries to conceal his shock.

QUEENAN and STAFF SGT. DIGNAM are listening to the live broadcast. QUEENAN is benign. Lights of equipment in his specs.

COSTELLO takes the ring off the finger of the severed hand. Partial exchange with MISTER FRENCH. BILLY watches.

He gets up.

BILLY runs the water in the sink. He starts to leave the bathroom and then impulsively takes off his wire and chucks it out the window as far as he can.

The wire falls into the water.

Queenan reacts mildly to the loss of the signal. He removes his headphones.

BILLY walking and talking on the phone.

Queenan on the phone.

ELLERBY is before a thicket of microphones.

COLIN is rolling a quarter across the backs of his fingers. BROWN (last seen as Billy's friend) and BARRIGAN, new plainclothes recruits to Colin's special squad, sit across from him.

Through glass we see ELLERBY, preening. ELLERBY gives the thumbs up.

BROWN and BARRIGAN leave. Colin leaves as well.

CONTINUED: (2)

COLIN opens his cell phone.

MISTER FRENCH backhands a guy into a table of betting slips.

BILLY, who is not wearing a cast anymore, watches.

A HARD GUY sitting reaches inside his coat. BILLY in a flash breaks his jaw with a pistol barrel and then covers the sprawled HARD GUY with the gun.

He was. They fall from his fingers.

BILLY and MISTER FRENCH emerge.

They get into COSTELLO'S CAR. Billy in the front seat. Mister French in the back.

COSTELLO does an Edgar Kennedy.

He takes out a cell phone and hands it to BILLY.

A lobster-bib kind of place. DAYTIME DRINKERS, MICKS in bad boat shoes, hyper-aware of... COSTELLO and BILLY in a back table. COSTELLO, having finished his lunch, is drawing. Billy is unused to being the subject of so many stares. He has sort of a coked-out nervousness, dirty hair.

WE see it through the smeared glass: the WHITE VAN we always see. This time with a different magnetic business sign.

BILLY registers what seems to be inside information. COSTELLO looks over his half-glasses at Billy's untouched food. COSTELLO is sizing Billy up: has been thinking about him.

BILLY shrugs. Indicating: Yeah, well, who the fuck wouldn't be.

TWO PRIESTS and a NUN are sitting two tables over. An older priest and a younger one. COSTELLO notices. THE NUN gets up and leaves.

COSTELLO smiles at this, then looks at his sketch.

CONTINUED: (2)

He gets up and leaves the table, leaving BILLY sitting there. COSTELLO stops to speak to the priests.

The OLDER PRIEST is very nervous, looking around. The YOUNGER PRIEST concerned for his elder but personally not implicated. COSTELLO leans over the OLDER PRIEST, a pathetic man.

COSTELLO notices that THE NUN is heading back to the table.

FITZY beats up a guy with a pipe. Billy watches from the background.

FITZY and the Costello gang blow up a car as Billy watches. Laughing, they hop in their vehicles and drive off.

OFFICE decorated with golf implements. ELLERBY has a hangover. Sunglasses. Eating baby aspirin by the small fistful.

He has a bowl of ice water on his desk.

ELLERBY stares at COLIN.

He drops his face into the bowl of ice water.

A stripped HOSPITAL BED stands in a fall of light. This is the apartment where his mother became ill. Billy has packed half of his mother's things into boxes—and then stopped. Billy doesn't use the bedroom. He sleeps on the couch among boxes of pictures, papers, teacups wrapped in newspaper. BILLY is sitting on the couch. He reaches into a box and lays out photographs like cards. Scenes from his life. His former life. His family life, his life as a child, his romantic life. He sits and stares at the pictures. He rearranges the photographs in different ways.

NOTE: THIS IS A MEMORY BILLY HAS AS HE IS LOOKING AT PHOTOGRAPHS ON HIS MOTHER’S APARTMENT.

FRENCH and BILLY break in, surprising the MAN (BRIAN), seated at his dining room table. He throws a child’s toy at them. FRENCH ducks out of the way and the toy hits BILLY in the cheek.

FRENCH draws his pistol and approaches the table. BRIAN rises and starts to flee. Cut off, he retreats the other way.

He fires, using a soda bottle as a silencer. BRIAN drops to the floor. FRENCH approaches him assessing his victim.

He turns to leave, passing BILLY. He give him a slap.

They leave.

BILLY leans against the wall of a concession stand. His knuckles are cut. A cut over his eye. He is agitated. Smoking. A car pulls up and Queenan and Dignam get out of it. In appearance, if anybody's watching, they're bracing Billy.

Dignam is drinking coffee.

This is Billy's deepest fear.

He gets free of DIGNAM and punches him.

The fight. QUEENAN grabs Billy and holds him against the wall.

BILLY looks desperately inland.

REVERE BEACH condominium buildings. A thousand empty terraces, five thousand empty windows. BILLY is desperate.

They do.

BILLY nods, out of it. DIGNAM is looking at blood on his hands in disbelief.

CONTINUED: (2)

BILLY shakes his head.

BILLY nods reluctantly.

COLIN walks into the office. BROWN and other team members are watching a closed-circuit monitor. The MONITOR shows FITZY sitting in an interrogation room. COLIN is spooked.

COLIN glances around and sees: a briefcase lying on a desk. He picks it up. He takes off his ID badge and tosses it on a desk.

He takes Brown's cellphone out of Brown's pocket goes into the interrogation room.

He picks up a BRIEFCASE. BARRIGAN touches two buttons and switches off the sound recorder and video feed. COLIN goes into the interrogation room.

FITZY looks up at COLIN hopefully. COLIN says nothing. He sits down, opens his case, takes out a yellow pad.

ON FITZY. He looks up at the CCTV camera.

Fitzy hesitates.

COLIN puts a cellphone on the table. FITZY takes up the phone and punches in a number. It is answered.

BILLY looks up at MISTER FRENCH, who is on the phone. Other men are frozen, holding bags of Ex.

FITZY closes the cellphone. He puts it into COLIN'S hand.

The DRUGS are swept up instantly, in sheets laid over the tables. MISTER FRENCH lights a cigarette with his ZIPPO, and then reaches out and lights the curtains on fire as BILLY watches.

COLIN takes the cellphone and puts it in his pocket.

COLIN comes out and hands BROWN the CELLPHONE.

COLIN, hung-over, sits at the breakfast table. Madolyn looks at him.

COLIN doesn't respond.

COLIN simply gets up and walks away.

A clock ticking. Madolyn is looking across at ...Billy. Madolyn is very much a guarded shrink. But no one's more guarded than Billy.

A beat.

MADOLYN looks up at him, transpierced. Tables turned on the psychiatrist. BILLY smiles at her.

CONTINUED: (2)

CONTINUED: (3)

Madolyn is taken aback. She closes her file.

She closes his file and puts it in the rack behind her.

CONTINUED: (4)

She retrieves his folder.

MADOLYN stares at him, then lowers her eyes, takes out a small packet of two pills. She hands it over to him. BILLY looks at it.

She nods. BILLY reaches out and deliberately places the pills on the desk.

MADOLYN is taken aback, guilty, astonished.

CONTINUED: (5)

BILLY leaves. MADOLYN stares after him.

Very windy. Papers blowing. Billy is walking. Madolyn catches up to him.

Madolyn holds out a paper and a business card.

BILLY stands holding the prescription.

She starts to go back inside.

It's an otherwise disused floor of a new luxury office building. Cables and monitors and computers everywhere. It's crawling with State Cops as well as FBI (LAZIO is present, very nattily dressed). COLIN comes in with BROWN and BARRIGAN. This operation is all new to Colin.

No.

ON COLIN as he reflexively touches his cell phone and thinks about the best way out of this.

COLIN wanders off in the mill of officers. He is taking out his cell phone when ELLERBY comes up to him.

ELLERBY walks on to a COFFEE STATION, a yard away.

COLIN is completely normal on the phone.

COSTELLO is on the phone.

COLIN turns away from the activity.

COLIN sees QUEENAN staring at him.

COLIN ends the call. QUEENAN is there.

He gives him the clipboard, Colin goes to the work area.

LATER

COLIN joins his team (BROWN AND BARRIGAN), who are seated in a U shaped work-area. COLIN, still stunned by the fact of this operations center, swallows as he notices on video three angles of a building he seems to know very well. He sits down and puts a headset on. A GEEK COP leans over and shakes his hand.

COLIN nods. QUEENAN comes up.

COLIN looks: sees LAZIO and two others.

COLIN, using his left hand, not looking, opens his cellphone, autodials, and then taps an instant message into it, pushes "Send."

DETAIL OF IM: "No Phones"

ONSCREEN, CARS PULL UP IN FRONT OF THE TARGET BUILDING.

DETAIL OF COLIN'S PHONE. COLIN hits "send", sending the message "No phones". THE SCREEN then reads "Erasing Sent Message".

COSTELLO and the boys go into the building, moving past TWO IDLING CARS. We see Costello look casually at his phone.

Watching images. COSTELLO'S GUYS move through pillars and disappear.

TECH COP IN DOWN VEST What back?

Ellerby blows his nose. He is on coke. COLIN sends another TEXT MESSAGE: “Blind spot inside door.”

COSTELLO looks at his IM screen and turns to his guys.

FITZY and some others mutter.

Everyone turns off their phones, including BILLY (but we know Billy has TWO phones).

BILLY looks around at the pillared distances. He sees:

A GROUP OF THREE MEN waiting and FIVE OTHER MEN spreading out through the pillars. Armed.

Both Brown and Colin have their headsets on.

COLIN looks utterly innocent.

A single light on the screen. QUEENAN looks at an IM (from Billy) on his phone.

DETAIL: "buyers here". ("$")

COLIN wonders how Queenan knew this. The single light winks out on the screen. ELLERBY looks at Queenan, impressed.

ELLERBY stares at him.

CONTINUED: (2)

COSTELLO’S BOYS spread out. Across the open, lumber-strewn area, CHINESE GANG MEMBERS are waiting.

A LOCAL CHINESE-AMERICAN MAN acting as the interpreter and fixer stands waiting near a SUITCASE on the floor. With the CHINESE GANGSTERS is a more official looking MAN IN A BAD SUIT - terrified. FITZY carries a case containing the processors.

COSTELLO takes it all in. The CHINESE GANGSTER looks like a Malay pirate. Costello’s gunmen are perched above, automatic weapons trained on the Triad.

BILLY sneaks a message to Queenan via Text Message,"$" to indicate “buyers here.”

BILLY is watching carefully. [As (INSERT) ONSCREEN in the OPERATIONS ROOM the last lights wink off...] He removes his hand from his pocket, having just switched off his phone.

The CHINESE GANGSTER interjects --

The CHINESE TRANSLATOR translates Costello’s statement about “concern.”

SEVERAL OF THE TRIAD, hearing a “automatic weapon,” stupidly raise their MACHINE GUNS. They don’t aim them.

We (but no one else) hear a double click as MISTER FRENCH cocks a pistol behind his back.

The MACHINE GUN is put away.

CONTINUED: (2)

The CHINESE TRANSLATOR translates.

COSTELLO gestures and a BOX of PROCESSORS is put on the floor. Opened. The CHINESE GANGSTER gestures and a case of money is put on the floor. Opened. FITZY looks at it, nods.

The deal is done.

To Billy’s surprise both Costello’s men and the Chinese head out through the back industrial windows onto a canal-side pier.

The CARS of the CHINESE GUYS are driven away, passing a van full of...

Startled TACTICAL COPS. TWO TACTICAL UNITS are hidden outside.

ELLERBY is staring at the screens.

An IMAGE comes up. Nothing.

As the Camera Technician gets up, Ellerby pounces on him.

Tied to the pier there are two boats, a NOVI LOBSTER BOAT and a BOSTON WHALER with a guys we've never seen at the wheel (random getaway hires). The TRIAD members get into the NOVI, and chug away. Fitzy carries the SUITCASES OF MONEY onto a BOSTON WHALER and it takes off. COSTELLO turns to Billy.

BILLY is stunned. Admiring.

The CHINESE GUYS, staring back, chug away down the canal in the lobster boat. BILLY watches COSTELLO go, admiringly, and then follows him.

A few blocks from the target building, a Police Tactical unit stops the departing Triad cars with a roadblock. As officers approach the cars they realize they are empty except for hired Caucasian drivers. An officer reports this to the command center.

Colin is asleep on the couch, in a bachelor disaster of Chinese food boxes. Something on TV: "Audition." A key in the door: He wakes as MADOLYN comes in carrying a bag of coffees and a BOX OF EFFECTS.

MADOLYN smiles at him, also shy.

They kiss. MADOLYN takes in the apartment.

MADOLYN unpacks food. Coffee. Croissants.

He sorts through the box. It's all Madolyn's key stuff - a mug, a few critical books...framed family pictures, breakables...and comes up with: A PHOTOGRAPH of a young Madolyn standing in front of a North East rust belt slum.

MADOLYN isn't prepared to be at cross-purposes. But she is taken aback. She puts the photo quietly away. Contaminated.

She laughs. COLIN looks at a diploma. Veritas.

CONTINUED: (2)

COLIN stares at her.

THE PHONE (landline with mobile handset) rings.

MADOLYN, not 100% confused by his seizing on the interruption, gets the phone.

After a moment she holds the receiver out to COLIN.

COLIN reaches in his pocket and looks at his cellphone: dead. A bad mistake in his situation. He crams the phone into a table charger beside the landline and takes the handset.

CONTINUED: (3)

COLIN exits the kitchen.

MADOLYN looks after him. She doesn't start eating again, she watches Colin. She is seen staring at him through the following scene.

COSTELLO, with his collar turned up, is walking along the floats. Wearing a headset.

INTERCUT TERRACE OF COLIN'S APARTMENT/CHELSEA YACHT CLUB. CONTINUOUS

COLIN hunches, closing the glass door, and glancing in at Madolyn.

COLIN looks in at MADOLYN.

COLIN is frustrated.

COLIN takes a breath, tries to reason and mind his place.

CONTINUED: (2)

Costello hangs up and walks along and sees QUEENAN and DIGNAM step out.

COSTELLO, not liking that:

From off-stage we hear a young, angelic GIRLS CHOIR begin to sing.

As Costello walks away:

COLIN, looking worried, folding his phone away, comes into the apartment. MADOLYN is staring at him.

COLIN looks at her steadily: if she's serious, she's pure gold.

He kisses her. The DOORBELL RINGS.

The doorbell safely ringing, Colin kisses Madolyn.

DIGNAM is alone. We see Queenan's empty desk in a fall of light. We see Dignam's arm, wrist, phone, an expensive heavy watch.

(INTERCUT)

BILLY is talking on the phone, in a fury.

BILLY is in a full-on panic attack. He takes a pill, leans back against a wall, closes his eyes. The second phone rings. He stares at it: opens it.

Madolyn and Billy sit at a table. Talking like friends now, emphatically non-clinical. Billy is zoned out, preoccupied, nervous.

He lifts his cup to drink.

This may not be exactly what Madolyn wants to hear. But she nods.

Smiles, called on her shit.

She realizes she may have glazed and gone a little too far on “problems”.

The BANKROBBER, a junkie, wakes up to a vision: JESUS, indicating the sacred heart.

BILLY smashes the glass and the frame over the guy's head.

CUT TO OUTSIDE:

MISTER FRENCH has lit a cherry-bomb. He throws it. He hands out fireworks to KIDS.

BACK INSIDE:

BILLY shoves him down on the couch and crams the gun to his head.

{Firecrackers off}

Firecrackers continue to go off outside. The BANKROBBER knows what this means.

CONTINUED: (2)

As the firecracker sounds increase outside (Maybe French's “Do what you have to do”), BILLY, no way out of what he has to do, glances at the window, shoots the guy through the kneecap. BLOOD sprays everywhere. The bankrobber screams.

BILLY gets out of the house.

OUTSIDE

MISTER FRENCH is benignly watching kids light cherry bombs.

ON SOUND: Sextet from LUCIA di LAMMAMOOR.

From behind COSTELLO'S HEAD, which almost fills the frame, we see a blur of beautiful color. ON STAGE, an opera is in progress——LUCIA DI LAMMAMOOR done with masks. CUT TO COSTELLO, revealing Costello's rapt face and PAN to reveal on his Left a beautiful WHITE PROSTITUTE. PAN back over COSTELLO'S face to reveal a beautiful BLACK PROSTITUTE. PERFORMERS with MASKS sing on stage. As the music soars, COSTELLO moves crinolines up the women's legs.

COSTELLO fucks...and fucks weird.

A street of three-deckers. QUEENAN gets out of his unmarked cruiser. As he does: BILLY steps out into the light. The two men stare at each other, each lit by their own streetlight.

QUEENAN approaches him.

QUEENAN stares.

BILLY sits on a bench in a hallway, exhausted, staring. THE SACRED HEART and JFK are on the walls. QUEENAN comes along the hall.

BILLY shakes his head.

BILLY follows him towards the lighted kitchen door.

COLIN is watching ELLERBY hit golf balls. Well.

ELLERBY hits a drive.

Hits a drive. Ponk.

HEAVY EQUIPMENT stands on the thrashed earth. Hoardings. BILLY crosses the road under what remains of the Expressway, and after hiding in an angle of the building and cocking the gun in his pocket bangs on the door of a dead bar. The door is unlocked by: DELAHUNT.

It's another of COSTELLO'S "locations". BILLY looks around. Every man from the previous night is there--but no COSTELLO. DELAHUNT closes the door behind him and bars it. Men are oddly enough filling out forms. These are not men used to pencil and paper. Billy is nodded at.

MISTER FRENCH goes off into a separate room. BILLY takes a paper and, sitting at the bar beside FITZY, writes down his information. The other men are mostly finished and DELAHUNT is collecting the papers. DELAHUNT tosses the brown envelope on the bar.

BILLY glances at what FITZY is crawling: CITTIZINS TRUST.

He takes the brown envelope, and writes on it CITIZENS.

BILLY gives up. Both of their forms are stuffed in an envelope. BILLY gets up.

CONTINUED: (2)

BILLY goes out. DELAHUNT puts his coat on. He picks up the brown envelope on which CITIZENS TRUST is written.

BILLY is holding his bottle of tranqs. He traces with his finger the doctor's name...MADOLYN MADDEN. His "police" phone vibrates and he takes it out.

BILLY deletes the IM and dials Queenan directly.

QUEENAN closes his door.

Costello emerges, in an overcoat. Carrying the envelope. He gets into his Oldsmobile. BILLY starts his car and follows.

Dark theater, movie in progress. Wobbly porno music. A thin audience of raincoat artists. The door opens and COSTELLO enters. He moves slowly down the aisle and sees: COLIN sitting alone. He sits down in front of COLIN.

Costello is wearing the dildo. He watches the movie, moaning.

Colin goes for his gun. Costello gets up, shows him the dildo.

COLIN unnerved, recognizing COSTELLO now.

Frank sits, closer to Colin.

CONTINUED: (2)

COSTELLO chuckles, truly enjoying this.

We see in Colin's face hurt and hatred for Costello. His idol doesn't like him.

COLIN nods, sweat on his lip.

CONTINUED: (3)

Costello gets up to go.

The door opens again at the back of the theater and we see: BILLY in a dark back seat. COSTELLO, after hesitating as Colin sweats, shoves the brown envelope to COLIN, and goes.

BILLY receives a text message: "Get visual ID suspect."He slumps in his seat as Costello marches up the aisle and out of the theater. He has barely recovered from this when:

The dark shape of COLIN is moving rapidly towards and through the emergency exit beside the screen.

Billy follows.

It's open, and gives on to what Boston keeps trying to call the Theater District and what keeps being The Combat Zone. COLIN vanishes around a corner. BILLY follows, looks left and right, then goes after

COLIN, who is walking along, putting the envelope into his coat.

BILLY is speeding up, moving through pedestrians, desperate to see Colin's face.

COLIN will be caught up to within seconds. He turns down another street. BILLY starts into a half-run. He turns the corner.

ANOTHER STREET painted with neon light (quiet).

BILLY'S POV:

COLIN is halfway down the street.

BILLY follows.

BILLY is nearly up to COLIN on this quieter street

(And COLIN is aware of the tail)

when...

BILLY'S cellphone rings. His phone has fucked up, as they do. Instead of turning around, COLIN accelerates. The only thing on his agenda is to not have his face seen.

BILLY spins into a door-opening and silences the ringer.

COLIN takes a right at the end of the street, into an alley.

COLIN is waiting, in a doorway of his own. He has a knife open in his hand. He waits, listening to (faltering) footsteps: a MAN, face invisible in shadow, turns the corner. COLIN pulls him into the doorway and rips upwards with a knife.

As the body falls we see: it isn't Billy. It's a CHINESE MAN. COLIN backs away in horror, and hurries off down the street.

COLIN, sweating, staggering, hurries along. No sign of Billy, no sign of a follower. But he does notice: CCTV cameras at the intersection. He spins and gets out of there, heading off through. CHINATOWN. Colin, holding his envelope, walks, sweating, fast, then faster, past repeated ideograms in neon (the ideograms say--flash--"Departed").

BILLY has lost Colin. He hears a hubbub from the corner where a small crowd of Chinese speakers is gathering and pushes through the crowd to see: blood running on the pavement. BILLY backs away, gets out of there.

COLIN is looking at CCTV tapes. We see COLIN, unrecognizable on cheap video. Then we see a blurred image of BILLY. Crossing the street in beats. No more use as ID than the Shroud of Turin.

Through grated windows we can see Madolyn finishing up her packing. BILLY KNOCKS on the door, which leads only into Madolyn's basement apartment. A long beat and she opens the door. The chain on.

Billy gets soaked.

BILLY looks around and sees: boxes, transition. The furniture already gone. An air-mattress on the floor. There are still tea things on the counter. A basic life is still possible here. Madolyn has been making tea here, sleeping here, reading in bed. Billy, soaked, a drowned rat, is looking vulnerable and honest.

MADOLYN takes a moment to react.

BILLY is looking at THE PICTURE to which Colin objected. A young girl in front of a rust belt slum, tilted in a box of effects.

He hangs the picture on a nail.

BILLY nods.

Madolyn leaves him looking vaguely around the apartment.In the kitchen, it appears that Madolyn has forgotten how to make a cup of tea. She perseveres, comes out holding two cups. Billy is looking at the handful of books still in the apartment.

She hands him the cup of tea. Strung out, he spills his tea, slightly, unobserved by Madolyn. Madolyn looks over at the bed, the book, the lamp, the incontrovertible evidence that she's probably really, in fact, not that into Colin..

CONTINUED: (2)

Tick...tick...tick.

Colin is still studying the blurry image of Billy.

In the tiny kitchen BILLY is kissing MADOLYN and unbuttoning her shirt. Her hands start to move to push him away. He continues.

Still studying the blurry image of Billy, COLIN tenses as someone comes into the office and switches off the tape. He glances at his coat. The envelope is visible folded into the breast pocket. He takes his coat and goes.

Wet empty streets. The "gaslights" are on. About midnight.

A Costello business. The restaurant is closed for the night. One bartender is sweeping up and the other is counting the takings. In a darker alcove of the bar COSTELLO sits alone at a broad table, drinking brandy. On sound, classical music. As a knocking is heard Costello looks up. A BARTENDER lets Billy in. COSTELLO watches Billy approach. We hear him sit down.

He pours Billy some brandy. Then starts to draw a sketch.

But COSTELLO, maybe, is sorry.

COSTELLO looks up. This is new: but he's impassive. And impressed.

COSTELLO smiles, and continues with the sketch. Later he will light up the paper.

CONTINUED: (2)

COSTELLO sketching.

BILLY stares over a precipice: he knows this as well.

CONTINUED: (3)

FRENCH comes in from the kitchen.

ON SOUND the door closes and locks.

COSTELLO leaves.

COSTELLO is on the phone. MISTER FRENCH is sitting on a stool, smoking. OPERA playing on sound.

COSTELLO hangs up and turns to MISTER FRENCH.

COLIN’S VOICE Frank. You can relax on this one.

Costello hangs up and turns to Mr. French.

Everybody is busy in the office. It's COLIN's first day of Internal Investigations. COLIN'S moving through the bullpen. COPS stare at him with resentment.

He comes up to Queenan's door just as Dignam comes out. DIGNAM faces COLIN down.

He walks away.

COLIN goes into Queenan's office.

QUEENAN puts the cig into a cup of water, and throws it into the trash.

COLIN sits uneasily.

COLIN realizes: Just follow Queenan and you'll findhisrat.

COLIN is sitting in his office alone, remembering what Queenan has just told him:

In the fishbowl of his glass office, COLIN is being stared at by pissed-off cops. COLIN calms down. He opens the gray envelope. He takes out the forms that he was given by Costello, opens up POLICE PERSONNEL DATABASE and starts searching. He types in SS numbers. One, then another, then another. The result is always: "Person not found". He types in Costigan, William M, hits return. It comes up: "Person not found". COLIN keeps working.

MUGSHOTS of all of Costello's guys. He looks at them desperately...no one squares up with the blurred, impossible, images he saw on the CCTV screen (which he has printed out).COLIN closes the curtains on his fishbowl office (not fast enough to avoid seeing Dignam give him the finger), locks his door. He picks up the phone.

COLIN is lying in bed, his back to MADOLYN.

Another city doesn't seem unattractive to Madolyn, who's in her own cut-and-run crisis -- but maybe she can't believe that Colin is thinking about it. She blows a breath.

COLIN is in hell. He looks at her intensely.

Long pause.

FITZY and DELAHUNT are smoking on the sidewalk outside the restaurant.

THEIR POV:

A MAN across the street is looking into the window of an antique shop.

A WOMAN walks by definitely ignoring both men, dragging a lapdog.

No response.

Too early to be opened for business. COSTELLO and NEW GUYS, six hard customers, come in through the fire door. At the BAR, BILLY is drinking coffee. He notices the NEW GUYS. Off the boat Dublin toughs. COSTELLO and FRENCH come in from the kitchen. FRENCH tells the NEW GUYS to move to the back. COSTELLO HAS BLOOD ON HIS SLEEVES. He comes over to the bar and looks at BILLY.

COSTELLO heads to the back of the restaurant. MISTER FRENCH, grabs the BAR KNIFE from behind the bar. BILLY looks up at him.

MISTER FRENCH goes towards the back of the restaurant, holding the big knife. BILLY closes his paper.

BILLY steps out, ignoring DELAHUNT and FITZY.

BILLY walks down the street and heads into an alley. Around the corner, he opens his phone.

The detectives in the car get alert and start their car as QUEENAN comes out of the building.

DETECTIVE 1 trails Captain Queenan through the crowds of people heading towards work.

QUEENAN begins to light a cigarette and then gives it up. A TRAIN comes in, and Queenan boards. DETECTIVE 1 boards the next car.

Looking through smeared glass into the next car as the train begins to move DETECTIVE 1 sees QUEENAN answer a cell call.

QUEENAN is on his cell.

QUEENAN looks up mildly as the car rocks.

QUEENAN'S POV:

BILLY is slumped in a seat at the far end, not looking towards QUEENAN.

Through the glass we see DETECTIVE 1 watching Queenan.

As the train stops BILLY vaults off of it. On the platform he walks along, texting.

QUEENAN, mild in his specs, chewing gum with his dentures, comes out of the station, and looks at the TEXT MESSAGE on his phone.

A building under rehab, covered with scaffolding, but still functioning as a corporate building. QUEENAN goes along to the entrance, and in.

DETECTIVE 1 comes along after him. We see the Internal Investigations car up the street. DETECTIVE 1 dials his cellphone.

DETECTIVE 1 looks at the elevator-indicator, and the building directory.

COLIN, listening, playing with a COIN.

DETECTIVE 1 emerges from the building and joins other detectives in the car.

COLIN, after fumbling between cell phones, dials the correct one.

FITZY and DELAHUNT'S phones ring simultaneously.

BILLY is waiting on the roof as QUEENAN finally arrives.

BILLY nods, and nods.

BILLY’S phone rings.

DELAHUNT is calling Billy from a van crowded with Costello's usual bad guys as it scorches through traffic.

BILLY listens in horror, staring at the oblivious QUEENAN.

QUEENAN realizes that his enemy might be...

COLIN raises his eyes. Diabolical.

FITZY'S VAN stops outside the building. COSTELLO'S MEN get out of the van, and head into the lobby.

The DETECTIVES are watching.

COLIN listens.

Billy and Queenan are running downstairs when they hear footsteps coming up from below. They immediately go back up to the elevator lobby. Pushing through plastic sheeting.

Billy is slamming elevator buttons. The indicator shows both elevators coming up.

BILLY goes. Queenan waits. Watching the elevator indicator. QUEENAN, in his specs, very mild, takes out his gun and breaks the cylinder, checking that it is loaded, and putting a shell into the empty sixth chamber.

BILLY climbs out onto the fire escape at the back of the building and starts dropping down, fast.

The elevator door opens, revealing DELAHUNT and BOYS. QUEENAN looks right as the door to the staircase opens revealing FITZY and boys.

QUEENAN doesn't answer, and never will. He draws his gun and is tackled.

BILLY drops off the fire escape and runs down the alley.

BILLY towards the front doors just as--

QUEENAN'S BODY bounces off the scaffolding, smashes into the pavement and explodes. BLOOD splashes all over BILLY.

DETECTIVE 1 screams into his headset.

FITZY, DELAHUNT and boys come out. The crew has seen the UNMARKED COP CAR. FITZY grabs BILLY.

They start piling into a van.

DETECTIVE 2 is yelling both at his partner and into the mic.

COLIN is sitting very calmly.

DETECTIVE 1 gets out of the car and runs towards the fleeing men, gun drawn.

FITZY turns on DETECTIVE 1 with a pistol drawn. DETECTIVE 1 fires and DELAHUNT is hit in the stomach. FITZY shoots the detective (he is wounded in the hand, not killed). The VAN takes off.

ON RADIO. "Officer down", etc. COLIN has never felt more guilty in his life.

He switches off the light and sits in the dark as the afternoon gathers.

FITZY, BILLY, and the BOYS are drinking. Dirty, paranoid, guilty, frightened, smoking. DELAHUNT has been shot, is dying, on a dirty couch.

FITZY sits down and looks at Billy.

FITZY walks away.

BILLY realizes that DELAHUNT is dying.

BILLY lights him a cigarette.

DELAHUNT grips his arm. BILLY is terrified.

CONTINUED: (2)

He waits for DELAHUNT to continue. But DELAHUNT after an odd smile of complicity, finally dies. BILLY, the only one who knows that DELAHUNT is dead, stares down at him.

BILLY walks past the table.

BILLY leaves by the front door.

All hands present. Dignam is in a black silent rage.

DIGNAM grabs COLIN by the neck and runs him into a wall. COLIN gets a palm under Dignam's chin and comes close to breaking his neck. The men at length are separated. COLIN straightens his good clothes.

COLIN is trying this on.

DIGNAM hits COLIN in the face. COLIN goes down hard, into the crook of a file cabinet and the wall. Blood from his mouth.

CONTINUED: (2)

When she comes out: BILLY is waiting.

He leans close to her. She strokes his head.

MADOLYN walks away.

INTERCUT COLIN'S OFFICE #2/COSTELLO'S CONDOMINIUM. NIGHT

COLIN needs a shower and is gun-shy as people move past the glass windows. He is still rinsing blood out of his mouth.

COSTELLO is listening to LUCIA di LAMMAMOOR. GWEN sits nearby in attractive lingerie, reading a book.

COSTELLO turns to the GWEN.

He starts to dial the phone.

CONTINUED: (2)

She rises and as she crosses:

COLIN looks out into the bullpen. People working. On a table he sees PLASTIC BAGS which contains Queenan's bloodstained effects— broken glasses, smashed wristwatch, and CELLPHONE. He glances around, and picks up the CELLPHONE. Blood gets on his fingers. He moves into the office, and seen through the glass, he seizes the phone and with trembling fingers punches up the last incoming number.

BILLY is looking at a chipped SANTA MUG from his childhood and is eating something--sheer maintenance, and drinking wine from the bottle. His phone rings. He looks at the ID and is stunned. Queenan's number! He picks up the call but remains silent. The caller is also doing the same.

COLIN hears that the other side has hung up the phone. He sees: ELLERBY looking at him through the glass. But Ellerby hasn't seen the phone.

INTERCUT BILLY'S MOTHER'S APARTMENT/COLIN'S OFFICE #2. CONTINUOUS

BILLY is agitated. Exhausted. Frightened. He paces, and looks at the phone. He begins to pack, assembling clothes, money. Finally, like a man committing suicide--it's that intense-- he dials the number. INTERCUT.

BILLY listens to Colin go on. Then shuts off the phone. His other phone rings.

COLIN dumps out the box of Queenan's belongings. In the diary he sees an entry showing undercover suspects Costello is FBI informant.

BILLY listens to Colin go on. Then shuts off the phone. His other phone rings.

COSTELLO is sitting with his key guys, including FRENCH and FITZY. A TV station plays above the zinc bar. BILLY is drinking, hitting it heavily.

The TV shows DELAHUNT'S BODY being loaded into an ambulance. A crime scene. COSTELLO's eyes have widened slightly. But he is strangely undisturbed.

He makes a move for the door.

They get up to leave, following him.

Two cars carrying Costello and his men are speeding down the highway. Behind them, two SIU CARS are trailing.

COLIN closes his door and punches in a number.

IN COSTELLO'S CAR, his cell phone rings.

He answers it.

CLOSE on COLIN as what he has to do crystallizes.

A cold look in his eye, Colin leaves his office and goes down the hall.

IN THE CAR

Costello remarks to French --

BROWN is there. BARRIGAN. ELLERBY. Others.

COLIN stands in the door like a gunfighter. Everyone looks at him.

Everyone is impressed.

Everyone moves at once.

COSTELLO is checking the rearview mirror. He sees: The TWO SIU CARS exit the highway onto Atlantic Avenue. COSTELLO smiles.

The cars exit the highway. The cars pass through a maze of industrial streets.

BILLY, riding in the back seat, is trying desperately to see where they are. He sees a STREET SIGN and taps out a text message on his phone.

COLIN, in vest, observed by Brown, reads the message.

It is an unfinished structure, the lower parts used, the upper parts accessible but still under construction. It is built on a pier, the harbor lights beyond it. The COMMAND VAN and POLICE CARS pull up with lights off. A TACTICAL VAN disgorges TACTICAL OFFICERS who spread out through the dark.

COLIN checks the load on his pistol.

COSTELLO unlocks a CONTAINER with a construction company logo on it, opens the doors, and steps back. BILLY looks into the container. It's cocaine or heroin in kilo bricks. Men stand around with MP5s under their coats.

BILLY, trying to save Costello...

COSTELLO looks at him.

The drugs having been loaded fast by the crew, including FNG's, the container is hosed out. BILLY turns from FITZY'S CAR as everyone gets it.

Instead of getting into COSTELLO'S CAR on the other side of the container, he steps back into shadows as both cars leave.

FOUR CARS with no headlights bracket the vehicles as soon as they come out of the garage. COSTELLO realizes that something has gone wrong.

LIGHTS come on, and Policemen are everywhere, guns in their hands. COLIN is not visible among them.

POLICE open fire at Costello's car. THE CAR reverses back into the garage. MISTER FRENCH (the driver) is shot in the arm, and the car crashes into a wall. A gunfight opens up. FNG's exchange fire with brutally efficient tactical cops and are shot down expertly. COSTELLO, limping, gets out of the action, fast. He runs into the parking garage. French drives away (alternately is shot, or commits suicide).

COSTELLO, shot through the stomach, is moving through the dark. All that's stored in this garage is heavy equipment for the big dig. Plenty of places to hide. We hear gunfire in the distance. COSTELLO hides between two pieces of heavy equipment and dials his telephone. To his surprise the phone rings quite nearby. And keeps ringing.

COSTELLO moves out into the open, and sees, at a near distance, COLIN, his shadow long on the concrete. He has a gun in his hand. Costello moves out to face him.

COSTELLO comes out of the shadows.

COSTELLO says nothing for a moment.

COLIN instantly raises the pistol to shoot him.

COLIN'S PISTOL wavers.

COLIN shakes his head and cocks the gun.

COSTELLO tries to raise his gun which is inside his sleeve. He’s sitting on his coat so that the shot goes off sideways as COLIN shoots him.

CONTINUED: (2)

COSTELLO topples backward into the bucket of the bucket loader.

ANGLE ON COLIN.

Then from the bucket loader, a post death tremor sets off one last shot from COSTELLO’S gun. Ricochet. COLIN fires into the dead body again and again. He backs away.

Colin is debriefed concerning the shooting of Costello. [Dialog separate document].

COLIN enters, tired from a debriefing. Applause from everyone in the office--the full crew. COLIN is embarrassed by the attention. BROWN is leading the whole team to a standing ovation. COLIN looks past the heads of the crowd and sees: Dignam, staring at him evenly.

QUEENAN'S SECRETARY brings him some wine.

He takes a glass of wine. Then guiltily, almost in tears, he drinks. BROWN jerks a thumb towards Colin's office #2.

COLIN goes off.

In Colin's office BILLY sits with his ankle on his knee. He looks very tired, dirty. Wearing a VISITOR badge.

COLIN takes it.

He writes it. Colin takes the paper and hides his astonishment.

Billy nods. He goes.

COLIN accesses the personal database, enters the password. Billy's confidential file opens up. Every fact about the man. Photos.

Billy takes a drink from the bottle COLIN has put on the desk. As he puts the bottle down he sees, sticking out of a box, a BROWN ENVELOPE. On it is written "CITIZENS." BILLY picks up the envelope...and knows everything.

COLIN is reviewing it Billy's file. Outside the glass wall we see BILLY, staring at COLIN's back...and then moving on.

COLIN enters, holding a printout of Billy's personnel file. He looks around the empty room. He sees the BROWN ENVELOPE lying on the desk, and understands everything. He sits down at his own computer--which does in fact work, and opens the personnel file.

COLIN clicks DELETE. "Do You Really Want to Delete?" COLIN clicks "Yes" and Billy's picture, file, life, disappear.

BILLY exits the police building and moves across the plaza.

BILLY waits outside Madolyn’s office.

MADOLYN, carrying work, breakfast, rounds the corner and sees him standing and waiting for her. She’s a little spooked, opens her mouth to speak...

He gives her a manila envelope.

Madolyn is a friend. She’s not going to ask questions. She accepts the envelope.

He backs away, and then turns to go.

He turns and looks at her. She doesn’t speak: can’t.

She moves her head slightly, watches him go.

MADOLYN sits at her desk, devastated, looking at a fall of light. The envelope lies on her blotter. She sits on ... then straightens up, takes a marker and writes "COSTIGAN" on the envelope and puts it in her desk drawer.

We DISSOLVE to a SONOGRAM.

A SONOGRAM picture of a fetus. It looks to him at first like a CCTV picture blown up. COLIN stares as if at something in a horror film.

Referring to the envelope

He does.

Colin belatedly thinks of what a human being might do in these circumstances and kisses her.

COLIN is in the shower. MADOLYN moves into the kitchen and puts the kettle on. She checks the mail, lying there on the counter. It's tied with a string. She undoes the string and sorts through the mail. Suddenly, she freezes looking at:

AN OVERSIZED ENVELOPE addressed to COLIN: [COLIN SULLIVAN, 20 Pickering Street, Apt TK, Boston, MA, zip TK], with a return address of Wm. Costigan, 13 Conant St., Boston, etc., etc.]

MADOLYN stares at the envelope, listening to the shower going. Billy has written to her fiance. She starts to put the envelope down, and then realizes...she has to hide it...she has to open it.

Inside the envelope is a jewel case: EXILE ON MAIN STREET. And a note: PLAY ME NOW. MADOLYN puts the CD into the machine. She puts on the headset and listens...and listens.

COLIN comes out of the bathroom, dressed in jeans and t- shirt, barefoot, his hair wet. He looks at Madolyn, realizing that something is wrong.

MADOLYN pulls the headphone jack out of the stereo and roughly the following booms out of the speakers. [NOTE: THIS RECORDING WAS DONE IN POST -- I THINK FROM THE PORN THEATRE DIALOGUE.]

COLIN stares at her and we ought to think murder is a possibility.

CONTINUED: (2)

COLIN and MADOLYN stare at each other.

She goes into the bedroom. COLIN'S PHONE RINGS. He answers it.

BILLY is walking, on the phone, happy, and twisting the knife.

COLIN closes a door to speak privately.

COLIN goes to the bedroom door and tries it. Locked. He knocks. No answer.

It's over. He starts to punch the door, and then does not.

COLIN comes along and walks into the lobby. He is not looking for a tail...

COLIN looks out through the door, no gun drawn, but very much a cop clearing his corners. He steps out and--BILLY takes him from behind the door, his only blind side, and grabs the back of his collar and crams a pistol into the bottom of his skull.

BILLY turns Colin around and puts the pistol to Colin's forehead, hard enough to break the skin. He takes out Colin’s belt gun and puts it in his pocket. (Billy screams "hands!" at Colin every time he makes a move).

BILLY cracks him across the jaw with the gun. COLIN goes down. COLIN is drooling blood, his bell rung, one eye open. Billy throws away Colin’s ankle gun.

BILLY puts the gun to Colin's head.

CONTINUED: (2)

COLIN is hammered to his knees. Head down, blood in his hair, drooling blood, thinking (impossibly) about his next move. He seems to realize he's fucked.

BILLY grabs the back of Colin's collar and puts the gun to Colin's head. A crunch of gravel, off. BILLY and COLIN both hear it.

BILLY drags COLIN to his feet and using Colin as a shield aims the pistol at: BROWN. Brown is aiming his weapon.

CONTINUED: (3)

Billy realizes he's in a truly shitty situation: appearances are everything.

BROWN, weapon ready, follows into the elevator lobby.

BILLY moves COLIN into the elevator and as the doors close looks back at BROWN, still in a Mexican stand-off.

COLIN, nose broken, blood masking his face.

The indicator ticks. Down, down, down. Colin sobs.

The doors open and for a frozen moment BILLY, holding the gun on COLIN, stares out of the car. A LOUD BANG. BILLY is shot through the head. BLOOD sprays the walls, and COLIN is hit by flying blood and matter. BILLY falls, crumpled, on his face, half in and half out of the elevator. The doors try to close...open...COLIN, covered with blood, looks up.

BARRIGAN lowers his pistol.

COLIN slumps, covered with blood. BARRIGAN uncuffs him. COLIN feels his wrists. BARRIGAN picks up BILLY'S gun. The other elevator doors open and BROWN emerges. He looks into the bloody elevator and down at the dead man.

BARRIGAN raises BILLY'S GUN and shoots BROWN in the head. COLIN stares at him.

BARRIGAN casually hands COLIN BILLY'S GUN. COLIN presses the gun against BARRIGAN's forehead and fires.

POLICE TAPE, plenty of cars. Three corpses being loaded onto ambulances. COLIN, hands free, is drinking coffee from a paper cup, being checked out by a doctor.

COLIN has been cleaned up a little by paramedics. He's maybe had his lip stitched, but he's still wearing his bloody clothes.

COLIN looks up, eyes clear, perfectly believable. As we transition to the FUNERAL...bagpipes coming up.

ON SOUND

BAGPIPES (Something like"Cross of Fire") as we DISSOLVE TO:

BILLY'S GRAVESITE. The same cemetery as his mother is buried in. UNIFORMED POLICEMEN (not only State, but MDC, the way they do it, for "brother officers"), saluting.

MADOLYN is at the gravesite, dry-eyed though in, distinctly apart from COLIN. He looks at her. She looks away from him, apparently forever.

COLIN squares off: his job in the world is to get ahead. A salute is fired with rifles. But later...

COLIN and MADOLYN are walking through the graves.

She moves away from him without answering. MADOLYN walks out through the cemetery gates. COLIN hesitates.

COLIN has a bag of expensive groceries and wine. Living the Beacon Hill dream. He climbs the steps slowly. He nods to a neighbor, an old lady coming down with her dog (who incidentally will never accept him as a neighbor, and COLIN briefly seems aware of this). (Don't be afraid to get a bit French here). He gets to his door, and starts to cry, and nearly crumples. But he gets the door open. He looks up and sees a gun. Behind it, stepping fast out of the shadows, DIGNAM. Avenging a guy he didn't even like, because it's the right thing to do. COLIN looks down and sees that Dignam has plastic hospital boots on his feet.

DIGNAM fires. Flash groceries fall all over the floor. DIGNAM'S FEET step over COLIN's body, crushing one of a half dozen croissants, and DIGNAM goes down the expensive staircase, leaving the door to the apartment open. The strangest thing happens: a rat emerges and begins to eat the dead man's croissants. The rat hears something and runs so it's not in the shot when it

FREEZES.