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The Departed Movie Script

Writer(s) : William Monahan

Genres : Crime, Drama, Thriller

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                             THE DEPARTED

                           
                              Written by
          
                           William Monahan         
          
          
          
           Based on Infernal Affairs
          
          
          SCRIPT AS SHOT COMPILED SEPTEMBER 2006
                              
          FADE UP ON
          
          THE SOUTH BOSTON HOUSING PROJECTS. A MAZE OF BUILDINGS
          AGAINST THE HARBOR.
          
                                 COSTELLO (V.O.)
                       I don't want to be a product of my
                       environment. I want my environment
                       to be a product...of me.
          
          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 THE LIVE ACTION IN 1974; IT IS A
          HISTORICAL MONTAGE, THE BACKGROUND FOR COSTELLO'S V.O.).
          
          INT. THE AUTOBODY SHOP. DAY.
          
          COSTELLO's profile passes in a dark room.
          
                                 COSTELLO (V.O.)
                       Years ago, we had the Church. That
                       was only a way of saying we had
                       each other. The Knights of Columbus
                       were head-breakers. They took over
                       their piece of the city.
          
          EXT. SOUTHIE. VARIOUS
          
          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 (V.O.)
                       Twenty years after an Irishman
                       couldn't get a job, we had the
                       presidency. That's what the niggers
                       don't realize. If I got one thing
                       against the black chaps it's this.
                       No one gives it to you. You have to
                       take it.
          
          INT. LUNCH COUNTER. DAY
          
          COSTELLO comes in. The shop is one that sells papers,
          sundries, fountain drinks...and fronts a bookie operation.
          
                                 YOUNG COSTELLO
                           (leaning over cluttered
                            counter)
                       Don't make me have to come down
                       here again.
          
          
                                                             (CONTINUED)
          
                                                                        2.
          CONTINUED:
          
          
                                 PROPRIETOR
                       Won't happen again, Mr. C.
          
          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.
          
                                 YOUNG COSTELLO
                       Carmen's developing into a fine
                       young lady. You should be proud.
                       You get your period yet, Carmen?
          
          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.
          
                                 YOUNG COSTELLO (CONT'D)
                       You Johnny Sullivan's kid?
          
          COLIN nods.
          
                                 YOUNG COSTELLO (CONT'D)
                       You live with your grandmother?
          
          COLIN nods.
          
                                 YOUNG COLIN
                       Yeah.
          
          COSTELLO tells the Proprietor to takes three loaves of bread
          and some soup off the shelves and puts them in Colin's bag.
          
                                 COSTELLO
                       Get him three loaves of bread. And
                       a couple of half gallons of milk.
                       And some soup.
          
          He goes over to the fridge and puts two half gallons of milk
          in the bag. Some soup. Costello turns to Colin.
          
          
          
                                                                 (CONTINUED)
          
                                                                     3.
          CONTINUED: (2)
          
          
                              COSTELLO (CONT'D)
                    Do you like comic books?
          
          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 COSTELLO
                    You do good in school?
          
          YOUNG COLIN nods, holding the big bag of loot.
          
                                 COLIN
                    Yes.
          
                              YOUNG COSTELLO
                    That's good. I did good in school.
                    They call that a paradox.
          
          He gives some money to Carmen.
          
                              YOUNG COSTELLO (CONT'D)
                    Buy yourself some makeup. Keep the
                    change.
          
          Looks intently at COLIN to see if he gets it.    Colin does.
          
                              YOUNG COSTELLO (CONT'D)
                    You ever want to earn a little
                    extra money, you come by L street.
                    You know where I am on L street.
          
          COLIN nods: everybody does.
          
                                 YOUNG COLIN
                    Thank you.
          
          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.
          
          INT. A CHURCH. MORNING. 1985-ISH
          
          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.
          
          
          
          
                                                              (CONTINUED)
          
                                                                      4.
          CONTINUED:
          
          
                                 PRIEST (V.O.)
                       To you, O Lord we commend the soul
                       of Alphonsus, your Servant; in the
                       sight of this world he is now dead;
                       in your sight may he live forever.
                       Forgive whatever sins he committed
                       through human weakness and in your
                       goodness grant him everlasting
                       peace.
          
                                 ALL
                       Amen.
          
          CLOSE on COLIN'S face.
          
                                  PRIEST (VO)
                       May the angels lead you into
                       paradise; May the martyrs come to
                       welcome you and take you to the
                       holy city, The new and eternal
                       Jerusalem.
          
          A liturgical bell tings.
          
          INT. THE AUTOBODY SHOP. DAY
          
          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 COSTELLO
                       Church wants you in your place.
                       What sort of man wants to be kept
                       in his place? Do this don't do
                       that, kneel, stand, kneel,
                       stand...I mean if you go for that
                       sort of thing...
          
          YOUNG COLIN, the recent altar boy, visibly doesn't go for
          that sort of thing.
          
                                 YOUNG COSTELLO (CONT'D)
                       I don't know what to do for you. A
                       man makes his own way. No one gives
                       it to you. You have to take it.
                           (a beat)
                       Non serviam.
          
                                 YOUNG COLIN
                       James Joyce.
          
          
          
                                                             (CONTINUED)
          
                                                                      5.
          CONTINUED:
          
          
                                 YOUNG COSTELLO
                       Him and Lucifer. And me.
                           (to the room)
                       Guineas from the North End and down
                       Providence, tried to tell me what
                       to do...And something maybe
                       happened to them.
          
          EXT. A REMOTE BEACH. DAWN
          
          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.
          
                                 COSTELLO
                       Jeez, she fell funny.
          
          FRENCH moves forward with an axe in his hand.
          
                                 FRENCH
                       Frank, you gotta see somebody.
          
          They go about their business.
          
          INT. THE AUTOBODY SHOP. DAY
          
          YOUNG COSTELLO walking, talking...Not continuous with the
          above. We see that only YOUNG COLIN is present.
          
                                 YOUNG COSTELLO
                       You decide to be something, you can
                       be it. That's what they don't tell
                       you, the Church.
          
          MISTER FRENCH is doing books off behind a window of dirty
          glass.
          
                                 YOUNG COSTELLO (CONT'D)
                       When I was your age, they would
                       say, we become cops or criminals.
                       Today, what I'm saying to you is
                       this: When you are facing a loaded
                       gun...
          
          very close on COSTELLO, holding Colin's shoulder.
          
                                 YOUNG COSTELLO (CONT'D)
                       What's the difference?
          
          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.
          
                                                                   6.
          
          
          
          THE SAME EYES.
          
          Pull back to reveal:
          
          POLICE TRAINEES. (INCLUDING BARRIGAN, who is included in all
          Colin's trainee scenes). COLIN is in the class, wearing a
          trainee's uniform. He has a notebook, a pen. Writing.
          
                              INSTRUCTOR
                    The slug enters the skull by
                    forming a small entrance hole.
                    Blood and brain matter is ejected
                    backwards from this hole. The
                    bullet, which may expand, fragment
                    or tumble, then passes through the
                    brain...
          
          COLIN writes.
          
          INT. FIRING RANGE. DAY
          
          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.
          
          EXT. A TRAINING FIELD. DAY
          
          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."
          
          EXT. THE BOSTON COMMON. DAY
          
          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
                    Fucking firemen are getting pussy
                    for the first time in the history
                    of fire. Or pussy.
          
          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.
          
          
          
          
                                                            (CONTINUED)
          
                                                                      7.
          CONTINUED:
          
          
                                 BARRIGAN
                       What are you looking at? Forget
                       it. Your father was a janitor, and
                       his son's only a cop.
          
                                 COLIN
                           (not vainglorious, but
                            innocently stretching for
                            the idea)
                       You're in trouble if you're "only"
                       anything.
          
                                 BARRIGAN
                       Don't tell me I'm looking at the
                       first dickhead-American president
                       of the United States.
          
          COLIN doesn't have a great sense of humor but he knows how to
          pretend that he does. He smiles.
          
          EXT. STATE POLICE GRADUATION CEREMONY. DAY
          
          Bagpipes and bullshit. Flags cracking. Line after line of
          paramilitary-looking graduates, among them COLIN.
          
                                 SPEAKER (V.O.)
                       The Massachusetts State Police has
                       a long tradition of excellence.
                       Your graduation today solidifies
                       your acceptance into one of the
                       finest law enforcement agencies in
                       our nation. As the Governor of the
                       Commonwealth of Massachusetts, I am
                       confident each and every one of you
                       will serve with distinction, honor
                       and integrity.
          
          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 MAYOR VO
                       Congratulations. You are dismissed.
          
          The bagpipe band plays "Minstrel Boy."
          
          COLIN'S POV:
          
          AN OLDSMOBILE. COSTELLO and MISTER FRENCH standing by the
          car.
          
          
          
          
                                                             (CONTINUED)
          
                                                                   8.
          CONTINUED:
          
          
          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.
          
                                 COSTELLO
                       School's out. You earned it. Yeah,
                       no more teachers, no more books.
          
          INT. AN EXAMINATION ROOM. DAY
          
          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.
          
                                 INSTRUCTOR (O.S.)
                       Begin.
          
          BILLY takes the test, marking multiple choice answers swiftly
          while all around him trainees are sweating and still trying
          to read the questions.
          
          EXT. A TRACK. DAY
          
          BILLY, wearing a State Police sweatshirt is running,
          alongside BROWN a black trainee with specs.
          
                                 BROWN
                       She tells me, you never finish
                       anything.
                           (puff puff)
                       You finish the police course you
                       get taken care of again baby.
                           (puff puff)
                       So after graduation
                           (puff puff)
                       I get a blowjob again.
          
                                 BILLY
                       That's great. Your mom must be a
                       wonderful woman.
          
                                 BROWN
                       Fuck yourself.
          
          
          
                                                            (CONTINUED)
          
                                                                   9.
          CONTINUED:
          
          
                                 BILLY
                       Look at it this way, you're a black
                       guy in Boston. You don't need any
                       help from me to be completely
                       fucked.
          
                                 BROWN
                       Ways to get ahead, though, man,
                       ways to get ahead.
          
                                 BILLY
                           (exasperated by this)
                       To where. (Yeah)
          
          BROWN is left thinking about this.
          
          EXT. TRAINING FIELD. DAY
          
          BILLY with other trainees is being braced by a DI.
          
                                 DRILL INSTRUCTOR
                       This is not the regular police.
                       This is the state police. Your
                       training will illustrate the
                       difference. What's the difference?
          
                                 BILLY
                           (sotto voce to BROWN)
                       Rage issues and lower median IQ.
          
                                 DRILL INSTRUCTOR
                       You say something?
          
                                 BILLY
                       Sir, I was agreeing with you about
                       our obvious superiority to other
                       forms of police, sir.
          
                                 DRILL INSTRUCTOR
                       We're not superior, we're the best.
          
                                 BILLY
                       Sir, yes sir.
          
          INT. FIRING RANGE. DAY
          
          BILLY, in glasses and ear-protectors, waiting for the target.
          Go from the GUN to
          
                                                                  10.
          
          
          
          INT. A CRACKHOUSE. DAY.
          
          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.
          
                               COLIN
                        (calling to other cops)
                    Douchebag!
          
          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.
          
          EXT. FIRING RANGE. DAY
          
          BILLY fires, and changes clips.
          
          EXT. A STREET IN BOSTON. DAY
          
          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.
          
          INT. QUEENAN'S OFFICE. DAY
          
          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.
          
                              QUEENAN
                    Congratulations on passing the
                    detective exam, and welcome to the
                    Special Investigation Unit.
          
                              DIGNAM
                        (tonelessly)
                    Whoop-di fuckin' do.
          
                               QUEENAN
                    We won't be working directly
                    together, you'll be working for
                    Captain Ellerby, but I like to see
                    everybody.
                        (contemplating him)
                    You're a worker, you rise fast.
          
          
          
          
                                                            (CONTINUED)
          
                                                                   11.
          CONTINUED:
          
          
                                 DIGNAM
                       Like a twelve year old's dick.
                       (Alt: Like a turd in the pool.)
          
                                 COLIN
                       Thank you, Sergeant.
          
                                 DIGNAM
                       My pleasure.
          
                                 COLIN
                           (to Queenan)
                       Thank you, sir.
          
          He turns to go.
          
          INT. QUEENAN'S OFFICE WAITING ROOM. DAY
          
          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.
          
                                 QUEENAN'S SECRETARY
                           (whispering, joyful, in
                            love with COLIN)
                       Congratulations.
          
                                 COLIN
                       Thanks, hon.
          
          As COLIN leaves she moderates her expression and:
          
                                 QUEENAN'S SECRETARY
                           (coldly)
                       You can go in there now.
          
          BILLY looks up. He has not seen COLIN, and COLIN has not seen
          him. He has his interview on his mind.
          
          INT. QUEENAN'S OFFICE. MOMENTS LATER
          
          BILLY stands at attention. The picture of a spit-and-polish
          trainee.
          
                                 QUEENAN
                       You can sit.
          
          BILLY does.
          
          
          
                                                              (CONTINUED)
          
                                                                  12.
          CONTINUED:
          
          
                                 QUEENAN (CONT'D)
                       So.
          
          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.
          
                                 QUEENAN (CONT'D)
                       Do you know what we do here?   My
                       section?
          
          BILLY doesn't want to answer unless he can answer correctly.
          
                                 BILLY
                       Sir, yes, sir, I have an idea...
          
                                 SGT. DIGNAM
                       Whoa, let's say you have no idea
                       and leave it there. No idea. Zip,
                       none. If you had an idea about what
                       we do we would not be good at what
                       we do. We would be cunts. Are you
                       calling us cunts?
          
          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.
          
                                 QUEENAN
                           (not looking up from
                            papers)
                       Staff Sergeant Dignam has a style
                       of his own. I'm afraid we all have
                       to deal with it.
          
                                  SGT. DIGNAM
                           (getting to business,
                            hard)
                       You have family connections down in
                       Southie. Through your father. Tell
                       us about your uncle Jackie.
          
                                 BILLY
                       Uncle Jackie was a carpet layer for
                       Jordan Marsh.
          
                                 SGT. DIGNAM
                       Uncle Jackie was a small-time
                       bookie who tended bar at the Vets
                       in Somerville.
                                 (MORE)
          
          
                                                             (CONTINUED)
          
                                                                  13.
          CONTINUED: (2)
                              SGT. DIGNAM (CONT'D)
                    He got popped by Nicastro in '95.
                    They found his body out by the
                    airport.
          
          BILLY says slowly:
          
                              BILLY
                    That's right.
                        (tightly)
                    I remember his funeral.
          
                              SGT. DIGNAM
                        (cruelly)
                    Closed casket?
          
                              BILLY
                    That's right.
          
                              SGT. DIGNAM
                    You tell anybody at Deerfield -
                    that is, before you got kicked out
                    for whaling on a gym teacher with a
                    folding chair - you had an uncle
                    met his demise like that?
          
          BILLY says nothing. Eyes luminous.
          
                              SGT. DIGNAM (CONT'D)
                    I got a question. How fucked up are
                    you?
          
          INT. CORRIDOR POLICE BUILDING. DAY
          
          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.
          
                              BARRIGAN
                    What you got?
                        (with admiration and envy)
                    "Staff Sergeant". In four years
                    you're a sergeant.
          
                              COLIN
                    SIU. What a country.
          
                              BARRIGAN
                        (after a beat)
                    Perfect.
          
          
          
          
                                                            (CONTINUED)
          
                                                                     14.
          CONTINUED:
          
          
          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.
          
                                 COLIN
                       I don't mind going it alone. If you
                       could go it alone you might get
                       somewhere yourself.
          
                                 BARRIGAN
                       We're cops. This isn't "somewhere".
          
                                 COLIN
                       I know you're a worker. I might be
                       able to do something for you. You
                       got any suits at home or you like
                       coming to work looking like you're
                       gonna invade Poland.
          
          INT. QUEENAN'S OFFICE. DAY
          
          BILLY is still at attention. DIGNAM going with wet thumb
          through papers.
          
                                 SGT. DIGNAM
                       Let's look at the rest of the
                       family tree. Your maggot uncle
                       Tommy Costigan--he's another goof--
                       got busted selling guns to federal
                       officers. Among many, many, many
                       other departures from, ah,
                       "normative behavior".
          
          QUEENAN is inspecting Billy, watching his reactions. Specs
          catching light.
          
                                 BILLY
                       What's this got to do with me?
          
                                 SGT. DIGNAM
                       Why are you pretending to be a cop?
          
          INT. OCS CONFERENCE ROOM. CONTINUOUS
          
          COLIN is eyeing a woman COP across the table. She smiles at
          him and lowers her eyes. At the end of the table:
          
                                 ELLERBY
                       This unit is new, and you are the
                       newest members of it. You have been
                       selected for it on the basis of
                       intelligence and aptitude.
                                 (MORE)
          
                                                             (CONTINUED)
          
                                                                  15.
          CONTINUED:
                                 ELLERBY (CONT'D)
                       This is an elite unit. Our job is
                       to smash--or at least marginally
                       disrupt--
                           (he gets the laugh he
                            expected)
                       --organized crime in this city by
                       our own efforts and by enhanced
                       cooperation with the FBI,
                       represented here by Agent Frank
                       Lazio--
                           (show the deeply
                            unreliable dandy LAZIO)
                       and we will do it. And by organized
                       crime in this city...you know who
                       we mean.
          
          SURVEILLANCE PHOTOS come up. COSTELLO in sunglasses standing
          in front of the Autobody shop. COSTELLO standing with UNCLE
          JACKIE COSTIGAN.
          
                                 ELLERBY (CONT'D)
                           (clicking the button)
                       That's Jackie Costigan...that's an
                       old picture. Jackie met his demise.
          
          PHOTO OF JACKIE'S DEMISE: PHOTO OF JACKIE, DEAD.
          
                                 ELLERBY (CONT'D)
                       Last known photograph.
          
          MORE RECENT PHOTOS. FITZY, DELAHUNT, FRENCH, all photographed
          with COSTELLO. Coming out of buildings, talking on the
          street, getting into cars.
          
                                 ELLERBY (CONT'D)
                       Costello uses three key guys.
                       There's Fitzy...off the boat
                       psycho...lives in Brockton with his
                       mother who looks like she's
                       straight out of "Going My Way"...
                       There's Delahunt, muscle, and
                       here's French...the number one. But
                       of course the rock star is...[you
                       know who]
          
          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.
          
                                 ELLERBY (CONT'D)
                       We've done a briefing book. Read
                       up.
                                 (MORE)
          
          
                                                             (CONTINUED)
          
                                                                  16.
          CONTINUED: (2)
                              ELLERBY (CONT'D)
                    I want to have any and all ideas,
                    so I can pass them off as my own.
                        (laughter, a long beat)
                    Do your jobs and you will rise
                    fast. You're in the best position
                    in the department. Let's go to
                    work.
          
          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.
          
          INT. QUEENAN'S OFFICE. DAY
          
          DIGNAM still working Billy.
          
                              DIGNAM
                    Your old man was a hump from
                    Southie. Baggage-handler at the
                    airport. Family's all criminals
                    except your old man.
          
                              BILLY
                    And one priest. Since you seem to
                    know everything.
          
                              DIGNAM
                    I ain't sure about him, either.
                    (ALT: Last I heard he was happily
                    married to a 12 year old boy and
                    living on a beach in Thailand.)
                    Family's dug into the Southie
                    projects like ticks. Lifers down
                    there. Three decker men at best.
                    You grew up, however, up the North
                    shore. La di (fuckin') da.
          
          Dignam leans over Billy.
          
                              DIGNAM (CONT'D)
                    You were kind of a double kid, I
                    bet, right? One kid with your old
                    man. One kid with your mother.
                    Upper middle class in the week, and
                    then dropping your 'r's and hanging
                    in the Southie projects with daddy
                    the donkey on the weekends. I got
                    that right?
          
          BILLY, opened up expertly and crudely, stares with contained
          hatred.
          
          
          
          
                                                            (CONTINUED)
          
                                                                  17.
          CONTINUED:
          
          
                                 SGT. DIGNAM
                       You have different accents? You
                       did, didn't you. (You little
                       fuckin' snake.) You were different
                       fuckin' people.
          
                                 BILLY
                       You a psychiatrist?
          
                                 SGT. DIGNAM
                       If I was I'd ask you why you're a
                       Statie making thirty grand a year.
                       And I think if I were Sigmund
                       fucking Freud himself I wouldn't
                       get an answer. So tell me, what's a
                       lace curtain motherfucker like you
                       doing in the Staties?
          
                                 BILLY
                       Well. Families are always rising or
                       falling in America. Am I right?
          
                                 QUEENAN
                           (appreciative, kindly,
                            looking up from his
                            papers)
                       Who said that?
          
                                    BILLY
                       Hawthorne.
          
          SGT. DIGNAM (although he knows perfectly well who Hawthorne
          is) makes a fart-noise with his mouth. BILLY looks at him
          with an "I'm going to kill you" expression which is not
          without wit and which Dignam seems to admire.
          
                                 DIGNAM
                       What's the matter, smartass? You
                       don't know any fuckin' Shakespeare?
          
                                 QUEENAN
                       We have a question. You want to be
                       a cop, or do you want to appear to
                       be a cop. It's an honest question.
                       Lot of guys want to appear to be
                       cops. Gun. Badge. Pretend they're
                       on TV...
          
                                 SGT. DIGNAM
                       A lot of em just want to slam a
                       nigger's head through a plate glass
                       window.
          
          
                                                             (CONTINUED)
          
                                                               18.
          CONTINUED: (2)
          
          
                              BILLY
                    I'm all set without your personal
                    job application, Sergeant.
          
                              DIGNAM
                        (after a "we got a live
                         one" glance at Queenan)
                    What the fuck did you say to me,
                    trainee?
          
          BILLY looks at him, and then looks forward.
          
                              BILLY
                    Sir, with all due respect, sir,
                    what is it you want from me?
          
                              DIGNAM
                    Hey asshole, he can't help you. I
                    know what you are, and what you
                    aren't. I'm the best friend you
                    ever had on the face of the earth.
                    I'm gonna help you understand
                    something: You're no fuckin' cop.
          
                              QUEENAN
                    He's right.
                        (Billy looks at Queenan)
                    We deal in deceptions here. But
                    what we don't deal with is self-
                    deception. In five years, you might
                    be anything else in the world, but
                    you won't be a Massachusetts State
                    trooper.
          
                              BILLY
                    You sure of that?
          
                              QUEENAN
                    I'm sure of that.
          
                              DIGNAM
                    Guaranteed.
          
                              QUEENAN
                        (looking up from his
                         papers)
                    You don't have much family.
          
          CLOSE ON BILLY.
          
          
          
          
                                                          (CONTINUED)
          
                                                                  19.
          CONTINUED: (3)
          
          
                               BILLY
                        (deciding this on the
                         spot)
                    I don't have any family.
          
          EXT. HUNTINGTON AVENUE. LATE DAY
          
          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.
          
          INT. A HOSPITAL ROOM. LATER
          
          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.
          
          EXT. THE HOSPITAL CORRIDOR. LATER
          
          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.
          
                              WASP UNCLE
                    What's this I hear from Stephanie
                    about you becoming a policeman?
          
                              BILLY
                    You mean Stephanie who was the only
                    one who came to my father's
                    funeral? That Stephanie?
          
                              UNCLE
                    That Stephanie.
          
                              BILLY
                    Nothing much to it Uncle Edward.
          
                              UNCLE
                    Are you trying to prove something
                    to the family?
          
                               BILLY
                    When you say "family", what do you
                    mean? You?
          
          
          
          
                                                            (CONTINUED)
          
                                                                  20.
          CONTINUED:
          
          
                                  UNCLE
                       You always question everything,
                       don't you?
          
                                  BILLY
                       Yeah, well, maybe it would have
                       done you some good to have a
                       question from time to time. "Am I
                       an asshole?" "Are my kids a mess?"
                       "Is my wife a money-grubbing
                       whore?" Those are questions.
                            (the UNCLE starts to
                             leave)
                       "Have I been good to my dying
                       sister or am I just pretending to
                       be?"
                            (he's stung THE UNCLE)
                       Too late now, right?
          
                                 UNCLE
                       Do you need some money for the
                       funeral?
          
          THE UNCLE moves away, bends to get his overcoat.
          
                                 BILLY
                       When my mother dies we don't have
                       any connection. You got it?
          
          EXT. BOSTON. TWILIGHT
          
          AERIAL. FLY FROM the HOSPITAL TO:
          
          THE GOLD DOME ON BEACON HILL
          
          INT. AN APARTMENT ON BEACON HILL. TWILIGHT
          
          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.
          
                                 REALTOR
                       This is it. Nice. You've got high
                       ceilings, parquet floors. There's a
                       lock on the fridge in case you have
                       eating issues.... Joke...not a very
                       good one.
                           (uneasy)
                       So, you're a policeman?
          
          
          
                                                             (CONTINUED)
          
                                                                  21.
          CONTINUED:
          
          
                                 COLIN
                           (like something he is used
                            to reciting)
                       I'm a State Police detective.
          
                                 REALTOR
                           (wondering where he gets
                            his money from)
                       State Police Detective. You a
                       married State Police Detective?
          
                                 COLIN
                           (coming out of his reverie
                            and coldly:)
                       ...No.
          
                                 REALTOR
                       Oh, cuz it's big and I wondered if
                       a cop...
          
                                 COLIN
                       I have a cosigner.
          
                                 REALTOR
                       You intend to have a housemate.
                       That's cool.
          
                                 COLIN
                       Give me the fuckin' papers.
          
          EXT. HOSPITAL HILL OVERLOOK. NIGHT
          
          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.
          
          INT. QUEENAN'S OFFICE.    DAY
          
          Continuation of the interview.
          
                                 BILLY
                       So what do I do?
          
                                 QUEENAN
                       During the war, Churchill used
                       river mines. He'd float them down
                       the rivers into Germany. They'd
                       either hit something, or not.
                       That's what we'll use you for. I'll
                       float you down the river. The rest
                       will happen. Or it won't...
                           (a beat)
                                 (MORE)
          
                                                             (CONTINUED)
          
                                                                     22.
          CONTINUED:
                                 QUEENAN (CONT'D)
                       By the way, this isn't police work
                       for peanuts. There's money behind
                       this operation. You won't be paid
                       as a cop, but there is a bonus
                       involved. Tax free.
          
          QUEENAN writes on a slip of paper and hands it to BILLY.
          BILLY looks up from the paper, impressed.
          
                                 DIGNAM
                       Luck of the Irish. All that and
                       you're still young enough to fuck
                       undergraduates.
          
                                 QUEENAN
                       We can't conceal that you've been a
                       trainee. You'll be convicted of a
                       crime. We're thinking that a guilty
                       plea to assault and battery might
                       make sense.
          
                                 DIGNAM
                       Given your nature.
          
                                 QUEENAN
                       You'll serve enough jail time to
                       convince anyone that it's no set-
                       up. You'll be on probation. The
                       whole nine yards.
          
                                 DIGNAM
                       I need you, pal. You've already
                       pretended to be a Costigan from
                       South Boston.
          
          BILLY looks up with a glazed insolence. In one beat he is not
          a scared trainee but a smart criminal.
          
                                 BILLY
                       Every weekend...Sergeant.
          
                                  DIGNAM
                       Perfect.
          
                                 QUEENAN
                       Do it again. For me.
          
          EXT. HOSPITAL HILL OVERLOOK. NIGHT
          
          BILLY throws down his cigarette. He has decided.
          
          FILM TITLE:     THE DEPARTED
          
                                                                  23.
          
          
          
          EXT. CEMETERY. DAY
          
          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".
          
          INT. JAIL HOLDING TANK. DAY
          
          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.
          
          EXT. THE BALCONY OF COLIN'S APARTMENT. MORNING
          
          COLIN, in a bathrobe, leans on the rail and looks at Boston.
          THE GOLD DOME visible. Colin drinks coffee. Not satisfied:
          worried.
          
          INT. A PROCESSING FACILITY. DAY
          
          BILLY, naked, holds his clothes in a bundle. Being processed
          out of jail. Beside him another guy, furtive, gruff, not
          trying to be friendly.
          
                              OTHER PRISONER
                    You're Bill Costigan?
          
                              BILLY
                    Who wants to know?
          
                              OTHER PRISONER
                    Nothin.' I know a Sean Costigan. L
                    Street.
          
                                 BILLY
                    My cousin.
          
                              OTHER PRISONER
                    Connected but not too bright--
                        (BILLY looks at him with
                         an only-I-can-insult-my-
                         cousin look)
                    No offense.
          
          Billy gets his clothes.
          
                                                                  24.
          
          
          
          INT. CONFERENCE ROOM. DAY
          
          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.
          
                              SGT. DIGNAM
                    Sorry I'm late.
          
                              ELLERBY
                    Staff Sergeant Dignam is our
                    liaison with the undercover
                    section. Their undercover work is
                    extensive. He's here to give us his
                    report. Sgt. Dignam.
          
                              SGT. DIGNAM
                    OK. They're out there, my people.
                    They're like the fuckin' Indians.
                    You're not gonna see them. You're
                    not gonna hear about them except
                    through me or Captain Queenan. You
                    will not, ever, know the identity
                    of undercover people. This shit
                    hole, unfortunately, has more
                    fuckin' leaks than the Iraqi navy.
          
                              ELLERBY
                    Fuck yourself.
          
                              SGT. DIGNAM
                    I'm tired from fucking your wife.
          
                              ELLERBY
                    How's your mother?
          
                              SGT. DIGNAM
                    Good. She's tired from fucking my
                    father.
                        (opens a FILE)
                    OK, today, girls, what I got for
                    you is microprocessors.
          
          LAZIO, the Fed, comes in and sits down. With folders, pencil.
          
          
          
          
                                                            (CONTINUED)
          
                                                                  25.
          CONTINUED:
          
          
                                 SGT. DIGNAM (CONT'D)
                       Somebody, as you may already know,
                       stole one hundred microprocessors
                       from the Mass Processor Corp out
                       Route 128. They're the kind of
                       processors they put into computers
                       that can put a cruise missile up
                       the ass of a camel from the other
                       side of the planet. That's what
                       they do out there on "America's
                       Technology Highway". Worth a
                       hundred grand apiece. Guy worked
                       for the company two months walked
                       out the door with a box of
                       processors on Tuesday, has a ticket
                       booked for Florida on Wednesday,
                       but on Thursday he gets found in a
                       dumpster. You know where this dirt
                       ball started his life? Southie
                       projects.
          
                                 COLIN
                       What was his name? The, ah,
                       departed.
          
                                 SGT. DIGNAM
                       Myles Kennefick. Got the job with a
                       forged UMass transcript. UMass
                       Boston, which incidentally happens
                       to be in...
          
                                 LAZIO
                       South Boston?
          
                                 SGT. DIGNAM
                       Who forged your transcript,
                       dickhead?
          
                                 COLIN
                       I know that guy. His father runs
                       the Hibernian Liquor Mart.
                       Kennefick's.
          
                                 ELLERBY
                       We are not here to solve the "Case
                       of the Dead Scumbag". We are here
                       to nail Costello.
          
          COLIN stands down, embarrassed.
          
          
          
          
                                                             (CONTINUED)
          
                                                                  26.
          CONTINUED: (2)
          
          
                              SGT. DIGNAM
                    We got a guy says that   he hears
                    Costello is moving the   processors
                    to China...that he set   up the whole
                    fuckin' job and popped   Kennefick.
                        (LAZIO is writing,
                         lawyerish.)
                    You don't want to miss   it if
                    Costello takes a dump.
          
                              ELLERBY
                    We'd miss less if your informants
                    were available to us, and of course
                    to the FBI (Bureau)...
          
                               LAZIO
                    Without asking for details, do you
                    have anyone in with Costello
                    presently?
          
                              SGT. DIGNAM
                    Maybe. Maybe not. Maybe fuck
                    yourself. My theory on Feds is
                    they're like mushrooms. Feed 'em
                    shit and keep in the dark. You
                    girls have a nice day.
          
          EXT. A STREET OF TENEMENTS IN SOUTHIE. DAY
          
          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'S AUNT
                    Billy?
          
          BILLY nods.
          
                              BILLY
                    Aunt Cathy?
          
          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'S AUNT
                    Good to see you. Good to see you.
          
          INT. BILLY'S AUNT'S KITCHEN. DAY
          
          BILLY is eating soup.
          
          
          
                                                            (CONTINUED)
          
                                                                  27.
          CONTINUED:
          
          
                                 BILLY'S AUNT
                       They said you were in the Staties,
                       I couldn't believe it.
          
                                 BILLY
                       I got kicked out about four months
                       ago.
          
                                 SEAN
                       It was in the papers.
          
          Sean is a villain leaning in a doorway. Bad tie: he takes it
          off. He has been at a funeral.
          
                                 BILLY
                       Well. So you know.
          
                                 SEAN
                       And why are we graced with your
                       presence?
          
                                 BILLY
                       I brought your mother some pictures
                       of my father.
          
          It's true. They are on the table.
          
                                 BILLY (CONT'D)
                       My mother had them. My mother's
                       dead.
          
                                 SEAN
                           (reflexively)
                       I'm sorry. I'm sorry for your
                       troubles.
          
          Sean opens the fridge, opens a beer, and hands it to BILLY.
          He opens one for himself.
          
                                 SEAN (CONT'D)
                       I was at a funeral myself. Myles
                       Kennefick, knew him in school. Beat
                       the fuck out of him seven or eight
                       times as a matter of fact.
                           (affably to Billy)
                       You workin'?
          
                                 BILLY
                       No.
          
                                                               28.
          
          
          
          EXT. THE PORCH OF THE THREE-DECKER. LATER
          
          Sean and BILLY are still drinking beer.
          
                              SEAN
                    When did I see you after that?
          
                              BILLY
                    Not for a long time. Down the cape
                    after Rose's wedding. I think.
          
                              SEAN
                    Fuck, oh shit. I remember that,
                    dude. I had that fuckin' buck
                    knife, right, and I cut all the
                    brass numbas off the doors at the
                    hotel. I was trippin'...All of
                    them. That was a night.
          
          Sean looks deflated.
          
                               BILLY
                    Listen, I got twenty thousand
                    dollars when my mother died.
                    Insurance.
          
                                 SEAN
                    Yeah?
          
                              BILLY
                    In your line of work, if I gave you
                    ten thousand dollars what could you
                    give me back?
          
                              SEAN
                    My line of work... I'm not in that
                    line of work just presently because
                    I don't have ten thousand dollars.
                    As a matter of fact I have never
                    had ten thousand dollars.
          
                              BILLY
                    That's what I'm saying.
          
          Sean nods, and nods.
          
                              SEAN
                    You know what we usually say at
                    these moments.
          
          
          
          
                                                          (CONTINUED)
          
                                                                  29.
          CONTINUED:
          
          
                                 BILLY
                       You fuckin' moron. What are you
                       talking about? I'm not a cop. I'm
                       your cousin.
          
          INT. BILLY'S CAR. NIGHT
          
          BILLY is waiting. Sean comes out of a squalid looking house
          and gets into a car. Fast. Billy puts the car in gear.
          
                                 SEAN
                       Fuckin' Ricans think they know
                       everything. If they knew shit they
                       wouldn't be Puerto Ricans.
          
          He has a paper bag full of money. He opens a beer.
          
                                 SEAN (CONT'D)
                           (high as a kite)
                       Double the money, double the fun.
                           (confusing his TV jingles)
                       Cinnamon toasty apple bun... R is
                       for Ricans...P is for pigs...
          
          They drive past a BPD cruiser. Sean hides his beer.
          
                                 SEAN (CONT'D)
                       I can't stop drinkin.
          
          BILLY laughs.
          
                                 BILLY
                       Why would you even think of
                       stopping drinking?
          
                                  SEAN
                       He don't like it. He don't like
                       drinkin...he don't like fightin...
                           (Sean looks sad)
                       ...he says stay out of the bars...
                       You know, we're not even supposed
                       to do this on this side of fuckin'
                       Worcester.
          
                                   BILLY
                       Who says?
          
                                 SEAN
                       He says. Costello says. God says,
                       as far as you're concerned.
          
                                                                  30.
          
          
          
          INT. A HORRIBLE BAR IN SOUTHIE. NIGHT
          
          Sean, beyond wasted, is talking to some people, including
          MISTER FRENCH. A table wet with spilled beer.
          
                              SEAN
                    Not a cop. He got out of the joint
                    three weeks ago. Dead up. He talks
                    like his shit don't stink but he's
                    good people.
          
                                VILLAIN
                    Cunt cop.
          
                              MISTER FRENCH
                    I knew his father. I liked his
                    uncle Jackie better.
          
                              SEAN
                    Uncle Jackie was excellent.
          
                              AN IRISH VILLAIN
                    Fucking guineas.
          
          They solemnly toast uncle Jackie and his fate among the
          fucking guineas. Across the crowded room, BILLY is ordering
          at the bar.
          
                              BILLY
                    A cranberry juice.
          
                              WELL-DRESSED SCUMBAG AT BAR
                    It's a natural diuretic. My
                    girlfriend drinks it when she got
                    her period.
                        (to BILLY)
                    You got your period?
          
          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
                    Get your hands off me.
          
                              MISTER FRENCH
                    Do you know me?
          
          
          
          
                                                            (CONTINUED)
          
                                                                  31.
          CONTINUED:
          
          
                                 BILLY
                       No.
          
          BILLY shakes his head no.
          
                                 MISTER FRENCH
                       I'm the guy who tells you there are
                       guys you hit and there are guys you
                       don't. That's not quite a guy you
                       can't hit, but it's almost a guy
                       you can't hit, so I'm fucking
                       ruling on it right now that you
                       don't hit him, understand?
          
                                 BILLY
                       Yeah. Excellent. Fine.
          
                                 MISTER FRENCH
                       I know you. I know your family.
                       Also I know you do another drug
                       deal with your idiot fucking cop-
                       magnet cousin I'll forget your
                       grandmother was very nice to me and
                       cut your fucking nuts off. You
                       understand that?
          
                                 BILLY
                       Yeah.
          
                                 MISTER FRENCH
                       Now you know me.
          
                                 BILLY
                       Yeah.
          
          A beat: they stare at each other.
          
                                 MISTER FRENCH
                       What are you drinking?
          
                                 BILLY
                       Cranberry juice.
          
          A beat.
          
                                 MISTER FRENCH
                       What is it, your period?
          
          BILLY laughs.
          
                                 MISTER FRENCH (CONT'D)
                       Get him a cranberry juice.
          
          
                                                             (CONTINUED)
          
                                                                  32.
          CONTINUED: (2)
          
          
          The WELL-DRESSED SCUMBAG is bleeding, incredulous. MISTER
          FRENCH takes him by the shoulder.
          
                              MISTER FRENCH (CONT'D)
                        (sotto voce to WELL-
                         DRESSED SCUMBAG)
                    That's Jackie's nephew.
          
                                 WELL-DRESSED SCUMBAG
                    Oh...
          
                                 MISTER FRENCH
                    Oh, what?
          
          FRENCH demolishes him with body blows.
          
                              FRENCH
                    Get the fuck out of here.
          
          EXT. A HOUSING PROJECT IN SOUTHIE. DAY
          
          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.
          
                              COLIN
                    Mrs. Kennefick, Myles and I were in
                    school together. Myles was behind
                    me in school but I knew him. I will
                    get those responsible. Don't you
                    want to see us catch whoever used
                    him to do a robbery and then killed
                    him?
          
                                 MRS KENNEFICK
                    Allegedly.
          
                              COLIN
                        (grimaces)
                    "Allegedly".
          
                              MRS KENNEFICK
                    If he was killed he probably did
                    something wrong.
          
                              COLIN
                    You don't mean robbery do you, Mrs
                    Kennefick? That's not what you
                    think he did wrong.
          
          MRS. KENNEFICK notices COSTELLO driving by.
          
                                                                      33.
          
          
          
          INT. COSTELLO'S CAR. DAY.
          
          Costello and Gwen are in the car.    Gwen is dressed like
          Jackie O.
          
                              COSTELLO
                    Wave to your girlfriend.
          
          EXT. A HOUSING PROJECT IN SOUTHIE. DAY.
          
                              MRS KENNEFICK
                    I mean fuck yourself.
          
          She slams the door. As COLIN walks away from the door he
          notices the TAIL: a maroon sedan and a damaged white delivery
          van.
          
                              COLIN
                    You get that?
          
                              BARRIGAN
                    "Allegedly" or "fuck yourself?"
          
                              COLIN
                    Welcome to the neighborhood.
          
          EXT. AN INTERSECTION. MOMENTS LATER
          
          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.]
          
                              COSTELLO
                    Cut 'em here.
          
          French steps on it and blows through the light, leaving the
          follow cars behind.
          
                                COSTELLO (CONT'D)
                    Bye, bye.
          
          INT. THE ELEVATOR AT POLICE HEADQUARTERS. DAY
          
          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.
          
          
                                                              (CONTINUED)
          
                                                                   34.
          CONTINUED:
          
          
                                 COLIN
                       Making a house call?
          
                                 MADOLYN
                       Have I seen you professionally?
          
                                 COLIN
                       No, no. I know what you do. I know
                       who you are.
          
          MADOLYN nods, and then because this is a (relatively)
          sensitive subject ignores COLIN, but she is visibly attracted
          by him.
          
                                 COLIN (CONT'D)
                       When guys have to "use their
                       "service revolvers" in the "course
                       of duty" they get to talk to you
                       about their "feelings" and whatnot.
          
          MADOLYN laughs.
          
                                 COLIN (CONT'D)
                       No. Oh, I know how it goes. You're
                       a mental health professional.
          
                                 MADOLYN
                           (laughing)
                       I have an appointment on this
                       floor.
          
          The door opens.
          
                                 COLIN
                       That's good. They're all fuckin'
                       crazy on that floor.
                           (points up)
                       I'm one floor up.
          
                                 MADOLYN
                       Oh, fancy policeman.
          
                                 COLIN
                       That's right. Fancy.
          
                                 MADOLYN
                       Are you a Statie?
          
          After she steps out he prevents the door from closing.
          
          
          
          
                                                             (CONTINUED)
          
                                                                  35.
          CONTINUED: (2)
          
          
                              COLIN
                    Yeah, I'm also getting my law
                    degree.
          
                              MADOLYN
                    Suffolk, nights?
          
                              COLIN
                    They don't run Harvard Law at
                    night, last time I checked.
          
                              MADOLYN
                    When was the last time you checked?
          
                              COLIN
                    Before I went to fucking Suffolk.
          
                              MADOLYN
                    I went to U Mass. I wasn't
                    insulting you.
          
                              COLIN
                    Well I thought you were, and for
                    that you have to take me to dinner.
          
                              MADOLYN
                    Maybe you could shoot someone and
                    I'd have to see you professionally.
          
                              COLIN
                    Whatever it takes. I'll stab
                    someone in the heart with an
                    icepick right now if it gets me
                    dinner with you.
          
          MADOLYN hands him a card.
          
                               COLIN (CONT'D)
                    I don't need a card, I'm a
                    detective.
          
          She hesitates. He takes the card.
          
                              COLIN (CONT'D)
                    I'm only joking. Nice to meet
                    you... "Madolyn".
          
          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)
          
                                                                  36.
          CONTINUED: (3)
          
          
                              COLIN (CONT'D)
                        (walking, voice low)
                    I didn't know about your tail until
                    I saw it myself. I couldn't call, I
                    had the other guy with me. Blue
                    sedan and a white delivery van,
                    fucked up with graffiti on the
                    side. The van is audio
                    surveillance. OK, have a nice day.
          
          INT. A COFFEE SHOP IN SOUTHIE. MORNING
          
          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....
          
                              BILLY
                    You guys from Providence?
          
          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.
          
                              PROPRIETOR
                    What have you done to my place! Get
                    out of here.
          
          BILLY goes.
          
          INT. EMERGENCY ROOM. NIGHT
          
          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.
          
          INT. FRENCH RESTAURANT. NIGHT
          
          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.
          
          
          
          
                                                            (CONTINUED)
          
                                                                    37.
          CONTINUED:
          
          
                                 COLIN
                       You also do probation work, right?
          
                                 MADOLYN
                       That's right. I see "violent
                       offenders".
          
                                   COLIN
                       Bad guys.
          
                                 MADOLYN
                       That's one way to look at it.   Not
                       necessarily.
          
          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.
          
                                 COLIN
                       That have this and they don't have
                       duck l'orange.
          
          MADOLYN smiles: she likes him. Even with the dinner-long
          bitterness over the duck l'orange.
          
                                 MADOLYN
                       Was your dinner OK?
          
                                 COLIN
                           (holding balloon of
                            inappropriate wine)
                       Oh, the lobster was excellent. I
                       just thought, French restaurant...
          
          The look at the dessert.
          
                                 MADOLYN
                       I'm waiting for you to make your
                       move.
          
                                 COLIN
                       I don't know what you're gonna do,
                       but if it moves I'm going to arrest
                       it (shoot it).
          
          MADOLYN laughs.    COLIN sees his shot: he's got her laughing.
          
          
          
          
                                                              (CONTINUED)
          
                                                                   38.
          CONTINUED: (2)
          
          
                              COLIN (CONT'D)
                    What's it like having people "find
                    themselves?" All day long people
                    "finding themselves." Does it get
                    messy with all those feelings
                    flying around the room?
          
                              MADOLYN
                    Why, does that make you
                    uncomfortable?
          
          Colin stares at her.    Water glass nearly goes over.
          
                              MADOLYN (CONT'D)
                    You know what Freud said about the
                    Irish?
          
                                 COLIN
                    Yes I do.
          
                              MADOLYN
                    If you actually do I'll see you
                    again.
          
                              COLIN
                    Who says I want to see you again?
          
                               MADOLYN
                        (concerned, perhaps
                         unexpectedly)
                    Don't you?
          
                              COLIN
                    Yes, course I do.
                        (a beat)
                    What Freud said about the Irish is
                    We're the only people impervious to
                    psychoanalysis.
          
          MADOLYN is impressed.
          
                              COLIN (CONT'D)
                    Tough luck for you with a client
                    list of Mick cops, isn't it.
                    "Opening up"? Good luck to you.
          
          COLIN laughs but looks nervous about the concept of "opening
          up".
          
                              COLIN (CONT'D)
                    Why do you do it?
          
          
          
                                                              (CONTINUED)
          
                                                                  39.
          CONTINUED: (3)
          
          
                              MADOLYN
                    Some people do get better.
          
          COLIN takes it seriously; admires it.
          
                              COLIN
                    Fair enough.
          
                              MADOLYN
                    Sometimes, though, I want people to
                    forget about their personal
                    bullshit and do their jobs.
          
          Unsaid: Like I do.
          
                              COLIN
                    Including the criminals?
          
                              MADOLYN
                    If they don't do their jobs you
                    don't have one.
          
                              COLIN
                    Me? I'd just arrest innocent
                    people. I'll arrest you right now.
          
                              MADOLYN
                    You're trouble.
          
                              COLIN
                    You don't know the half of it.
          
          INT. A HORRIBLE BAR IN SOUTHIE. NIGHT
          
          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.
          
          
                                                            (CONTINUED)
          
                                                                  40.
          CONTINUED:
          
          
          They say nothing, look at each other. BILLY notices DELAHUNT
          and FITZY, entering. They stand by MISTER FRENCH.
          
          BILLY sits motionless.
          
                                 COSTELLO
                       Do you know who I am?
          
          BILLY does: but shakes his head.
          
                                 BILLY
                       No.
          
                                 COSTELLO
                       You met my friend, Mister French
                       the other night.
          
                                 BILLY
                       Is his real name Mister French?
          
                                 COSTELLO
                       No.
                            (a beat)
                       Come with me.
                            (As BILLY hesitates)
                       I'm not the cops. I'm not askin'
                       you.
          
          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 (CONT'D)
                       You know something, they just do
                       not stop having the Mafia in
                       Providence, and this can cause
                       problems for me.
          
          INT. BACK ROOM OF THE BAR. CONTINUOUS.
          
                                 COSTELLO
                       Those guys you tuned up are
                       connected down Providence. What
                       they're going to do is come back up
                       with some guys and kill you.
                       Which, sure as you're born, they
                       will do unless I stop them. Do you
                       want me to stop them?
          
                                 BILLY
                       Is it something I can't do
                       personally?
          
          
                                                             (CONTINUED)
          
                                                                  41.
          CONTINUED:
          
          
          COSTELLO appreciates the balls of this. He looks at Mister
          French. Then back at Billy, smiling.
          
                                 COSTELLO
                       I'm going to have my associate
                       search you.
          
          BILLY tenses. Exactly as he might if he were wearing a wire.
          
                                 BILLY
                       Search me? Search me for what?
          
          MISTER FRENCH and COSTELLO look at each other.
          
                                    MISTER FRENCH
                       C'm here.
          
                                 COSTELLO
                       Contra-fucking-band.    Take your
                       fuckin' shoes off.
          
                                    MISTER FRENCH
                       Shoes off.
          
          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.
          
                                 COSTELLO
                       I knew your father.
          
                                 BILLY
                       Yeah. He's dead.
          
                                    COSTELLO
                       I'm sorry.     How did he go?
          
                                 BILLY
                       He didn't complain.
          
                                 COSTELLO
                       That was his problem.
          
                                 BILLY
                       Who said he had a fuckin' problem.
          
                                 COSTELLO
                       I just said he had a fuckin'
                       problem. There's a man could have
                       been anything.
          
          
          
                                                            (CONTINUED)
          
                                                                  42.
          CONTINUED: (2)
          
          
                              BILLY
                    Are you saying he was nothing?
          
                              COSTELLO
                    I'm saying he worked at the
                    airport.
          
          COSTELLO turns to MISTER FRENCH.
          
                              MISTER FRENCH
                    He's clean.
          
                               COSTELLO
                    The arm.
          
          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."
          
                              COSTELLO (CONT'D)
                        (holding Billy by the
                         collar)
                    It makes me curious to see you in
                    this neighborhood. Regressing.
                    And, if I can slander my own
                    formative environment, it makes me
                    sad, this regressing. Plus, I don't
                    know if it's beyond some cop prick
                    like fucking Queenan to pull you
                    out of the Staties, and send you
                    after me. I just can't know. I
                    don't know what they do in...that
                    department, anyway.
          
          He grabs Billy's broken right hand.
          
                              COSTELLO (CONT'D)
                    Are you still a cop?
          
                               BILLY
                    No.
          
          COSTELLO twists Billy's broken hand.
          
                              COSTELLO
                    You swear on your mother's grave
                    that you're not a cop.
          
                              BILLY
                    I am not a cop.
          
          
          
                                                            (CONTINUED)
          
                                                                  43.
          CONTINUED: (3)
          
          
                              COSTELLO
                    You stop doing coke deals with your
                    jerk-off cousin?
          
                              BILLY
                    Yes!
          
          COSTELLO lets go of Billy's hand. Billy is weeping on the
          floor. COSTELLO straightens his suit.
          
                              COSTELLO
                    Take it easy. Get your hand taken
                    care of. I'm sorry. It was
                    necessary. As for our problem with
                    Providence...let's not cry over
                    spilled guineas.
          
          INT. THE MAIN PART OF THE BAR. MOMENTS LATER
          
          COSTELLO, the visiting king, points at a group of drinkers,
          including a BLOND WOMAN (1st), GWEN.
          
                               COSTELLO
                    What's this IRA motherfucker doing
                    in my bar?
          
          The IRA MOTHERFUCKER is terrified.
          
                              COSTELLO (CONT'D)
                        (slapping him on the back)
                    Only kidding. How's your mother?
          
                              JIMMY
                    Ah, she's on her way out.
          
                              COSTELLO
                    We all are.
                        (straightens suit and tie)
                    Act accordingly.
          
          Costello exits.
          
          INT. COSTELLO'S APARTMENT. NIGHT
          
          MISTER FRENCH is methodically shelling and eating peanuts.
          
                              COSTELLO
                    Do you trust him?
          
                              MISTER FRENCH
                    These days, who's reliable?
          
          
          
                                                            (CONTINUED)
          
                                                                  44.
          CONTINUED:
          
          
                                 COSTELLO
                       His Uncle Jackie was.
          
                                 MISTER FRENCH
                       The Costigans are talented in
                       general.
          
                                 COSTELLO
                       You don't trust a guy behaves like
                       he's got nothin' to lose.
          
                                 MISTER FRENCH
                       I'm reliable.
          
          And he is.
          
                                 COSTELLO
                       Well, you're one in a million.
          
                                 MISTER FRENCH
                       Ten million.
          
                                 COSTELLO
                       What about your wife?
          
                                 MISTER FRENCH
                       I thought she was.
          
                                 COSTELLO
                       She wasn't.
          
          SILENT FLASH of MISTER FRENCH strangling his wife with a wire
          in a 70's bathroom.
          
                                 MISTER FRENCH
                       She got reliable.
          
          GWEN looks up:
          
                                 GWEN
                       Don't you people ever shut the fuck
                       up?
          
                                 COSTELLO
                       "Another county heard from."
          
                                 MISTER FRENCH
                       One too many.
          
                                                                    45.
          
          
          
          EXT. LYNN MARSHLAND. DAWN
          
          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
                    The principles of detection tell me
                    that these men came from
                    Providence.
          
                              LYNN DETECTIVE
                    I'd appreciate it if you got out of
                    my crime scene.
          
                              COLIN
                    This is my crime scene, but knock
                    yourself out.
          
          COLIN gets up. He walks back across the marsh. Opens his cell
          phone.
          
                              COLIN (CONT'D)
                        (walking)
                    I saw a dead guy. I think I have
                    post traumatic stress. You
                    available for lunch? See you then.
          
          At a PAY PHONE he dials another number.
          
          INT. COSTELLO'S CONDOMINIUM ON THE HARBOR. MORNING
          
          One of Costello's homes.
          
                              COSTELLO
                    Who's the lead detective?...Good,
                    he's a moron.
          
          BILLY cannot hear what COSTELLO is saying. He has an aluminum
          brace taped on his wrist and hand.
          
                              COSTELLO (CONT'D)
                    I want you to get the cops to look
                    at Jimmy Pappas for the hit. Of
                    course he had nothing to do with it
                    and will say so. You look in
                              (MORE)
          
          
                                                               (CONTINUED)
          
                                                                  46.
          CONTINUED:
                                 COSTELLO (CONT'D)
                       his car...and find...the gun that
                       did it.
          
                                  COLIN
                       In the trunk or the glove box?...
                       All right.
          
          EXT. LYNN MARSHLAND. CONTINUOUS
          
          COLIN deadpan, appreciative, hangs up the phone. BARRIGAN
          walks in the middle distance, giving the man his privacy.
          
                                 COLIN
                       Wanna see some dead guys?
          
          INT. COSTELLO'S CONDOMINIUM ON THE HARBOR. MORNING
          
          COSTELLO sits down in the breakfast area in his bathrobe. He
          has a bowl of cornflakes.
          
                                 COSTELLO
                       Have a seat, Billy.
          
                                    BILLY
                       Thank you.
          
                                 COSTELLO
                           (he looks up)
                       You know John Lennon?
          
          BILLY sits. MISTER FRENCH are nearby.
          
                                 BILLY
                       Yeah, he was president before
                       Lincoln.
          
                                 COSTELLO
                           (smiles)
                       Lennon said `I'm an artist. You
                       give me a fuckin' tuba and I'll get
                       you something out of it'.
          
                                 BILLY
                       I'd like to squeeze some fuckin'
                       money out of it.
          
          COSTELLO and MISTER FRENCH look at each other.
          
                                 COSTELLO
                       Smart mouth. Too bad.
          
          COSTELLO lifts a piece of plastic on the table revealing a
          severed human hand. BILLY tries to conceal his shock.
          
                                                                     47.
          
          
          
          INT. SURVEILLANCE OFFICE. CONTINUOUS
          
          QUEENAN and STAFF SGT. DIGNAM are listening to the live
          broadcast. QUEENAN is benign. Lights of equipment in his
          specs.
          
          INT. A CONDOMINIUM ON THE HARBOR. CONTINUOUS.
          
          COSTELLO takes the ring off the finger of the severed hand.
          Partial exchange with MISTER FRENCH. BILLY watches.
          
                              COSTELLO
                    The point with John Lennon is a man
                    can look at anything and make
                    something out of it. For instance,
                    I look at you and I think what can
                    I use you for?
          
                              COSTELLO (CONT'D)
                        (giving the hand to Mister
                         French)
                    Get rid of this.
                        (back to Billy)
                    Maybe we can work something out.
                    Let me get dressed.
          
          He gets up.
          
          INT. COSTELLO'S BATHROOM. DAY
          
          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.
          
          EXT. THE BUILDING. DAY
          
          The wire falls into the water.
          
          INT. SURVEILLANCE OFFICE. CONTINUOUS.
          
          Queenan reacts mildly to the loss of the signal. He removes
          his headphones.
          
                              DIGNAM
                    That was quick. He dead already?
          
          EXT. "ACROPOLIS RESTAURANT". DAY
          
          A GREEK GUY (JIMMY PAPPAS) in chef's whites is cuffed and
          stuffed by TACTICAL OFFICERS. He has no idea what is going
          on. COLIN and BARRIGAN follow.
          
          
          
                                                            (CONTINUED)
          
                                                                  48.
          CONTINUED:
          
          
                                 COLIN
                       This will get Captain Ellerby on
                       the six o'clock news.
          
                                 BARRIGAN
                       No wonder you get ahead.
          
          EXT. A STREET BY THE HARBOR. DAY
          
          BILLY walking and talking on the phone.
          
                                 BILLY
                       I won't do it if I have to wear a
                       wire. No wires. Ever, ever, you
                       understand me? You don't know what
                       this is like.
                           (listens)
                       Micro what?
          
          INT. SURVEILLANCE OFFICE - CONTINUOUS
          
          Queenan on the phone.
          
                                 QUEENAN
                       Microprocessors. We'll probably be
                       at war with the Chinese in twenty-
                       odd years and Costello is selling
                       them military technology.
                       Microprocessors, chips, computer
                       parts. Anybody says anything about
                       anything like that, you let us
                       know.
          
          EXT. POLICE BUILDING. DAY. TELEVISION IMAGE.
          
          ELLERBY is before a thicket of microphones.
          
                                  REPORTER
                       Did you have a tip from an
                       informant?
          
                                 ELLERBY
                       No, it was tireless police activity
                       that ah effected ah the arrest of
                       the ah alleged perpetrator.
          
          INT. COLIN'S OFFICE #1. DAY
          
          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.
          
          
                                                             (CONTINUED)
          
                                                                       49.
          CONTINUED:
          
          
                                 COLIN
                       I've been put in charge of this
                       unit. It is a small surveillance
                       sub-unit but it is mine. And I
                       didn't take this job in order to
                       fuck it up, or to let anyone else
                       fuck it up, whosoever they may be.
                       I hand picked this group. You are
                       my A-team so I want you to conduct
                       yourselves accordingly.
          
          Through glass we see ELLERBY, preening. ELLERBY gives the
          thumbs up.
          
                                 COLIN (CONT'D)
                       Hi, Captain. And our primary
                       target is obviously Frank Costello.
                       But we don't communicate with
                       anyone else in this shop. Queenan
                       is compartmentalizing everything in
                       SIU. It's the right thing to do,
                       personally I don't trust these
                       fucking troopers either. We think
                       we might have a problem. We think
                       Costello's got a rat in the State
                       Police.
          
                                  BROWN
                       Really?
          
                                  COLIN
                       Yeah.   Really.
          
                                 BROWN
                       Do we have direct access to
                       Queenan's undercovers?
          
                                 COLIN
                           (not happy about this)
                       No. Ah...not presently. Not
                       presently. But I'm hoping to get
                       things...reorganized. That's it.
                       Congratulations. Don't disappoint
                       me.
          
          BROWN and BARRIGAN leave.       Colin leaves as well.
          
                                 BARRIGAN
                           (to Brown)
                       I know why I'm here. I made him
                       feel guilty. Why are you here?
          
          
          
                                                                  (CONTINUED)
          
                                                                    50.
          CONTINUED: (2)
          
          
                              BROWN
                    Intelligence and aptitude.
          
                              BARRIGAN
                    That's new.
          
          COLIN opens his cell phone.
          
                              COLIN
                    Hello Dad. I have a new job.
                    (ALT: I got a promotion.)
          
          INT. A BOOKIE SHOP. DAY
          
          MISTER FRENCH backhands a guy into a table of betting slips.
          
                              MISTER FRENCH
                    Where's your fucking license? I
                    don't see no fucking license.
          
                              BOOKIE
                    What license.
          
          BILLY, who is not wearing a cast anymore, watches.
          
                              MISTER FRENCH
                    There's no such thing as a license,
                    of course, but you definitely have
                    to have one.
                        (grabs the bookie by the
                         ear)
                    If you are not being run by us you
                    will be run by someone else, which
                    means you will have let undesirable
                    elements into Mr. Costello's area.
          
          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.
          
                              HARD GUY
                        (spitting teeth)
                    I was going for my fucking
                    cigarettes...
          
          He was. They fall from his fingers.
          
                              MISTER FRENCH
                    Hey, that's Jimmy Bags. What the
                    fuck you doin'?
          
          
          
          
                                                               (CONTINUED)
          
                                                                  51.
          CONTINUED:
          
          
                                 BILLY
                       What the fuck. I didn't know....
          
                                 BOOKIE
                       There's no profit if I pay him two
                       grand a week. I'm in the hole if I
                       pay him two grand a week.
          
                                 MISTER FRENCH
                       Then make more money or go out of
                       business. This is America. If you
                       don't make money you're a fucking
                       douchebag. What are you going to
                       do?
          
                                 BOOKIE
                       Make more money.
          
                                 MISTER FRENCH
                       That's the spirit.
          
          EXT. THE STREET OUTSIDE THE BOOKIE SHOP. LATER
          
          BILLY and MISTER FRENCH emerge.
          
                                 MISTER FRENCH
                       Very interesting.
          
                                 BILLY
                       Yeah, well. Fuck.
          
                                 MISTER FRENCH
                       Don't worry about it. Guy didn't
                       need need his teeth anyway. Maybe
                       if he was an Eskimo. But in this
                       country we eat a variety of items.
          
          They get into COSTELLO'S CAR. Billy in the front seat. Mister
          French in the back.
          
                                 MISTER FRENCH (CONT'D)
                       He knocked Jimmy Bags teeth out.
          
          COSTELLO does an Edgar Kennedy.
          
                                   COSTELLO
                       So?
          
                                   BILLY
                       He was...
          
          
          
          
                                                            (CONTINUED)
          
                                                             52.
          CONTINUED:
          
          
                                 MISTER FRENCH
                       Reaching for his cigarettes.
          
                                 BILLY
                       Okay! You gonna give me shit, it
                       wasn't no reason----he put his hand
                       in his coat! I don't know if he's a
                       bookie or what the fuck he's
                       doing...
          
                                 COSTELLO
                           (interrupting)
                       Well, you know what the fuck a
                       bookie does?
          
                                 BILLY
                           (to Costello)
                       Pays you.
          
                                 COSTELLO
                       Bingo. Anyway, I like a guy who
                       goes around knocking guys teeth out
                       for no reason.
          
          He takes out a cell phone and hands it to BILLY.
          
                                 COSTELLO (CONT'D)
                       Here. From now on call the bar and
                       ask for Mikey. Just Mikey. You ask
                       for Mikey because there's no Mikey.
                       Wait. We'll call.
          
                                 MISTER FRENCH
                       Forty-eight hours from the time
                       this phone first rings, you take
                       the fucking chip out - like so -
                       and you fucking destroy it. After
                       three days a phone ain't clean. If
                       you use a phone which is not clean,
                       you will have a accident. You never
                       call us. We call you. You got that?
          
                                   BILLY
                       I got it.
          
                                 MISTER FRENCH
                       I can't fuckin' hear you.
          
                                   BILLY
                       I got it.
          
                                                                  53.
          
          
          
          INT. A HARBOR RESTAURANT. BOSTON. DAY
          
          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.
          
                              BILLY
                    Don't look. There's a white van
                    across the parking lot?
          
          WE see it through the smeared glass: the WHITE VAN we always
          see. This time with a different magnetic business sign.
          
                              COSTELLO
                        (lifting and looking at
                         his sketch)
                    They don't have directional
                    microphones.
          
                              BILLY
                    What, do you got x-ray vision?
          
                              COSTELLO
                        (not taking his eyes off
                         his sketch)
                    They don't have directional
                    microphones.
          
          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.
          
                               COSTELLO (CONT'D)
                    People looking at you make you self-
                    conscious?
          
          BILLY shrugs. Indicating: Yeah, well, who the fuck wouldn't
          be.
          
                              BILLY
                    I don't know.
          
                              COSTELLO
                    Why? They're minuses. They can't
                    tell the difference between a rock
                    star and a career criminal.
          
                              BILLY
                    Anyone not a criminal is a minus?
          
          
                                                            (CONTINUED)
          
                                                                    54.
          CONTINUED:
          
          
                                 COSTELLO
                       What are you soft? That's not what
                       I said. Eat something, Jesus
                       Christ, we got a nice day by the
                       water. Sun's shining, gulls are
                       up...Nice smell of ozone...
          
          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 (CONT'D)
                       You know if your father were alive
                       and saw you, sitting here with me,
                       let's say he would have a word with
                       me about this, in fact, he'd kill
                       seven guys just to cut my throat.
                       And he could do it, which is
                       something you may not know about
                       William Costigan, Sr.
          
                                 BILLY
                       He never, ah, I mean never?
          
                                 COSTELLO
                       He kept his own counsel. He never
                       wanted money. You can't do a thing
                       with a man like that. Your uncle
                       Jackie needed a lot of money. But
                       even though he got his money from
                       me, he also would kill my entire
                       fucking family if he saw me here
                       with you. And I think about this.
          
                                 BILLY
                       So what are talking about here?
          
                                 COSTELLO
                       Fact is you're not a guy fresh from
                       the zoo who wants to run a spring
                       water distributor and I don't see
                       you up the dog track as a general
                       manager.
          
                                 BILLY
                       Look at it this way. It's like a
                       tuba. I want to see if I can get
                       something out of it.
          
          COSTELLO smiles at this, then looks at his sketch.
          
          
          
          
                                                               (CONTINUED)
          
                                                                  55.
          CONTINUED: (2)
          
          
                              COSTELLO
                    You ever think of going back to
                    school?
          
                              BILLY
                    With all due respect, Mr. Costello,
                    school's out.
          
                              COSTELLO
                    Well that's your problem. Maybe
                    someday you'll wake the fuck up.
          
          He gets up and leaves the table, leaving BILLY sitting there.
          COSTELLO stops to speak to the priests.
          
                              COSTELLO (CONT'D)
                    Good day, Fathers.
          
                              PRIESTS
                        (terrified and
                         simultaneously)
                    Good morning [day], Francis, good
                    morning.
          
          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
                    You recall our chat?
                        (the OLDER PRIEST nods,
                         terrified)
                    "I am as God made me", was that
                    what you said? May I remind you,
                    God don't run the bingo in this
                    archdiocese.
          
                              YOUNG PRIEST
                    May I remind you, Mr. Costello,
                    that pride comes before the fall.
          
                              COSTELLO
                    What comes before the Fall is the
                    Summertime.
          
          COSTELLO notices that THE NUN is heading back to the table.
          
                              COSTELLO (CONT'D)
                    How is Sister Mary Theresa doing?
                    We had a tasty relationship before
                    she took her vows. Enjoy your
                    clams, cocksuckers.
          
                                                                   56.
          
          
          
          INT. BASEMENT - NIGHT
          
          FITZY beats up a guy with a pipe.   Billy watches from the
          background.
          
          EXT. WATERFRONT - NIGHT
          
          FITZY and the Costello gang blow up a car as Billy watches.
          Laughing, they hop in their vehicles and drive off.
          
          INT. ELLERBY'S OFFICE. MORNING
          
          OFFICE decorated with golf implements. ELLERBY has a
          hangover. Sunglasses. Eating baby aspirin by the small
          fistful.
          
                              COLIN
                    I'm not making enough progress with
                    Costello?
          
                              ELLERBY
                    "Progress" is hard to define. I
                    make progress every day. In fact,
                    I'm making progress now. There are
                    guys in this department make
                    excellent progress for twenty years
                    without ever getting anything you
                    could definitively call a result.
                    It's like any American industry.
                    Nobody minds if you don't succeed
                    as long as you don't fuck up.
          
          He has a bowl of ice water on his desk.
          
                              ELLERBY (CONT'D)
                    Objectives get lost sight of: fair
                    enough. Who did the two guys from
                    Providence?
          
                              COLIN
                    Jimmy Pappas.
          
                              ELLERBY
                    And what happened to Jimmy Pappas?
          
                              COLIN
                    He had a heart attack in jail and
                    got knifed in his bed at Boston
                    City Hospital. I believe it's been
                    in the papers.
          
          ELLERBY stares at COLIN.
          
          
                                                             (CONTINUED)
          
                                                                  57.
          CONTINUED:
          
          
                                 ELLERBY
                       Are you happy with this result?
          
                                 COLIN
                       It's a result.
          
                                 ELLERBY
                       Yeah, but cui bono? Who benefits.
          
                                 COLIN
                       Cui gives a shit. It's got a bow on
                       it.
          
                                 ELLERBY
                           (with true appreciation)
                       I think you are a cop, my son.
          
          He drops his face into the bowl of ice water.
          
          INT. BILLY'S MOTHER'S APARTMENT. MORNING
          
          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.
          
                                 BRIAN
                       No, please...
          
                                 FRENCH
                       Brian, stop it, I ain't gonna hurt
                       you.
          
          
          
          
                                                             (CONTINUED)
          
                                                                      58.
          CONTINUED:
          
          
          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.
          
                                 FRENCH (CONT'D)
                       Wake the fuck up.
          
          They leave.
          
          EXT. A BEACH NEAR A POWERPLANT. DAY
          
          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.
          
                                  QUEENAN
                       Hey.   Let's go through the routine.
          
                                 DIGNAM
                       You think you can pop someone.
                       There's no special card to play.
                       The guy whose jaw you broke was
                       Boston Police Department.
          
                                 BILLY
                       I'm going fuckin' nuts. I can't be
                       someone else every day.
          
                                 DIGNAM
                       Most of the people in the world do
                       it every day. What's the big deal?
          
          Dignam is drinking coffee.
          
                                 BILLY
                       I'm not them.
          
                                 DIGNAM
                       You're nobody. You signed the
                       paper. We're the only people in
                       the world who know that you're a
                       cop. Maybe we'll just erase your
                       file.
          
          This is Billy's deepest fear.
          
          
          
          
                                                               (CONTINUED)
          
                                                                     59.
          CONTINUED:
          
          
                                 DIGNAM (CONT'D)
                       And zip, you're a soldier for
                       Costello, open to arrest for how
                       many felonies? Maybe we'll do
                       that.
          
                                 BILLY
                       Maybe I'll fucking kill you.
          
          He gets free of DIGNAM and punches him.
          
                                   QUEENAN
                       Easy now.    That was a joke, Billy.
          
                                 DIGNAM
                       Just because you play a fucking
                       tough guy doesn't mean you are one,
                       you lace curtain fucking pussy.
          
          The fight. QUEENAN grabs Billy and holds him against the
          wall.
          
                                  QUEENAN
                            (gently, like a man
                             calming a wild animal)
                       Be smart. If someone was watching
                       how are we supposed to not arrest
                       you?
          
          BILLY looks desperately inland.
          
          REVERE BEACH condominium buildings. A thousand empty
          terraces, five thousand empty windows. BILLY is desperate.
          
                                 QUEENAN (CONT'D)
                       Get in the car.
          
          They do.
          
                                 QUEENAN (CONT'D)
                       Keep your act together. It's just a
                       little while longer.
          
          BILLY nods, out of it. DIGNAM is looking at blood on his
          hands in disbelief.
          
                                 BILLY
                       When are you going to take
                       Costello? What's wrong with taking
                       'em on any one of the million
                       felonies you've seen him do. Get
                       him for pissing in the street.
                                 (MORE)
          
                                                              (CONTINUED)
          
                                                          60.
          CONTINUED: (2)
                              BILLY (CONT'D)
                    What, are you waiting for him to
                    chop me up and feed me to the poor?
          
                              DIGNAM
                    Well. That would stick...
          
                              QUEENAN
                    You shut up. We're building a
                    case. It takes time. You know that.
          
                              BILLY
                    There's something wrong.
          
                              QUEENAN
                    Maybe. Maybe.
          
                              DIGNAM
                    Keep your ears opened.   No
                    bullshit.
          
                              QUEENAN
                    I want you to listen for any
                    chatter about a spy in the Special
                    Investigation Unit.
                        (BILLY looks at him)
                    You hear anything like that?
          
          BILLY shakes his head.
          
                              BILLY
                    Are you serious?
          
                              QUEENAN
                    I'm afraid so.
          
                              BILLY
                    Jesus H. Christ.
          
                              QUEENAN
                    Hang tight for me. Just a little
                    longer. We're this close.
          
          BILLY nods reluctantly.
          
                              BILLY
                    Okay.
          
                              QUEENAN
                    Thank you, Billy
          
                                                                  61.
          
          
          
          INT. OBSERVATION OFFICE. DAY
          
          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
                        (to Brown)
                    What have you got?
          
                              BROWN
                    Uniform clipped him on the Pike for
                    a suspended licence. However, as
                    he's the subject of an open
                    investigation----
          
                              COLIN
                    At least one. He's one of
                    Costello's crew.
          
                                BROWN
                    ----we're entitled to get a warrant.
                    We can't get an address off him.
                    He paged his lawyer but the lawyer
                    hasn't called back yet.
          
                              COLIN
                    Who's the lawyer?
          
                              BROWN
                    He didn't know the name. He just
                    had the number on a card. Beeper
                    number.
          
                              COLIN
                    Did he beep him?
          
                                 BROWN
                    Twice.
          
                                 COLIN
                    All right.
          
          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.
          
                              COLIN (CONT'D)
                    Give me your phone.
                        (to Barrigan)
                    Turn the camera off. Turn it off.
          
          
          
                                                            (CONTINUED)
          
                                                                  62.
          CONTINUED:
          
          
          He takes Brown's cellphone out of Brown's pocket goes into
          the interrogation room.
          
                                 BROWN
                       What?
          
                                 COLIN
                       Give my your phone and turn the
                       fucking camera off. Who's is this?
                       I'm gonna take this.
          
          He picks up a BRIEFCASE. BARRIGAN touches two buttons and
          switches off the sound recorder and video feed. COLIN goes
          into the interrogation room.
          
                                 BROWN
                       He can't do that, can he?
          
                                 BARRIGAN
                       He just did.
          
          INT. INTERROGATION ROOM. CONTINUOUS
          
          FITZY looks up at COLIN hopefully. COLIN says nothing. He
          sits down, opens his case, takes out a yellow pad.
          
                                 COLIN
                       Mr. Fitzgibbon, afternoon.
          
                                 FITZY
                       You my attorney?
          
                                 COLIN
                       What do you think? Did you make
                       any statements or phone calls I
                       need to be aware of?
          
                                 FITZY
                       I beeped you. The card they gave
                       me...that's it.
          
                                 COLIN
                       That's it? Don't you have to call
                       your mother and tell her you're not
                       gonna be home for supper?
          
          ON FITZY. He looks up at the CCTV camera.
          
          
          
          
                                                             (CONTINUED)
          
                                                                   63.
          CONTINUED:
          
          
                                 COLIN (CONT'D)
                       The cameras are off.
                           (gently puts phone on the
                            table)
                       Call your mother.
          
          Fitzy hesitates.
          
                                 COLIN (CONT'D)
                       Lookit. They're in there suiting
                       up for a raid. I don't know where
                       they are going, but they do. And
                       so do you. Call your mum.
          
          COLIN puts a cellphone on the table. FITZY takes up the phone
          and punches in a number. It is answered.
          
                                 FITZY
                       Mum, I'm not gonna make it for
                       supper. I got held up. Yeah, talk
                       to you later.
          
          INT. A HOUSE WHERE DRUGS ARE BEING HANDLED. CONTINUOUS
          
          BILLY looks up at MISTER FRENCH, who is on the phone. Other
          men are frozen, holding bags of Ex.
          
          INT. INTERROGATION ROOM. CONTINUOUS.
          
          FITZY closes the cellphone. He puts it into COLIN'S hand.
          
          INT. A HOUSE WHERE DRUGS ARE BEING HANDLED. CONTINUOUS
          
                                 MISTER FRENCH
                       Everybody out. Move.
          
          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.
          
          INT. INTERROGATION ROOM. CONTINUOUS.
          
          COLIN takes the cellphone and puts it in his pocket.
          
                                 FITZY
                       Who are you? When do I get out of
                       here?
          
          
          
          
                                                            (CONTINUED)
          
                                                                     64.
          CONTINUED:
          
          
                                 COLIN
                       I think you need another attorney,
                       after all, Mr. Fitzgibbon. Have a
                       nice day.
          
          INT. OBSERVATION OFFICE.CONTINUOUS
          
          COLIN comes out and hands BROWN the CELLPHONE.
          
                                 COLIN
                       Run the last number called. That'll
                       be his house. Whatever the location
                       is I'll swear I surveilled him at
                       it. Abracafuckindabra.
          
                                 BROWN
                       Why'd you use my phone?
          
                                 COLIN
                       Because you didn't go in there.
          
          INT. COLIN'S APARTMENT - DAY
          
          COLIN, hung-over, sits at the breakfast table.     Madolyn looks
          at him.
          
                                 MADOLYN
                       The light's nice here in the
                       morning.
          
          COLIN doesn't respond.
          
                                 MADOLYN (CONT'D)
                       It's all right. Guys tend to make
                       a big deal out of it. It's
                       actually quite common.
          
                                 COLIN
                       I gotta go to work.
          
          COLIN simply gets up and walks away.
          
          INT. MADOLYN'S OFFICE. DAY
          
          A clock ticking. Madolyn is looking across at ...Billy.
          Madolyn is very much a guarded shrink. But no one's more
          guarded than Billy.
          
                                 BILLY
                       It's like confession. Isn't it.
                       This sort of thing.
          
          
          
                                                               (CONTINUED)
          
                                                                  65.
          CONTINUED:
          
          
          A beat.
          
                                 BILLY (CONT'D)
                       People make things up in
                       confession. You know that?
          
                                 MADOLYN
                       I know they do.
          
                                 BILLY
                       People are liars. They want to be
                       stars of their little films.
          
                                 MADOLYN
                       That's an interesting observation.
          
                                 BILLY
                       Do you lie?
          
                                 MADOLYN
                       Why do you?
          
                                 BILLY
                       I'm asking if you lie.
          
                                 MADOLYN
                       Honesty isn't synonymous with
                       truth.
          
                                 BILLY
                       You lie. So, is it to do some good,
                       to get somewhere personally, or
                       just for the fuck of it?
          
                                 MADOLYN
                       I expect sometimes...people...do it
                       to keep things...on an even keel.
          
                                 BILLY
                       So, you had a parent who was a
                       drunk?
          
          MADOLYN looks up at him, transpierced. Tables turned on the
          psychiatrist. BILLY smiles at her.
          
                                 MADOLYN
                           (flustered)
                       Did you?
          
                                   BILLY
                             (simply)
                       No.
          
          
                                                             (CONTINUED)
          
                                                               66.
          CONTINUED: (2)
          
          
                              MADOLYN
                    Let's keep this with you.
          
                              BILLY
                        (abruptly)
                    There was a cop leaving when I came
                    in.
          
                              MADOLYN
                    How do you know he was a cop?
          
                              BILLY
                    Bad haircut, no dress sense and a
                    slight air of scumbag entitlement.
                    You see cops?
          
                              MADOLYN
                    That's part of what I do. Although,
                    I don't normally see cadets who
                    were kicked out of the Academy.
          
                              BILLY
                    You should get a better job...
          
                              BILLY (CONT'D)
                    Do they all come in and cry...your
                    cops?
          
                              MADOLYN
                    Sometimes they cry if they had
                    trouble at home or if they've had
                    to...use their weapons.
          
                              BILLY
                    Let me tell you something. They
                    signed up to use their fuckin'
                    weapons. Most of them. But they
                    watch enough TV so they know they
                    have to "weep" after they use their
                    weapons. No one's more full of shit
                    than a cop. Except a cop on TV.
          
                              MADOLYN
                    I looked through your file and I
                    see you have a record of assault.
                    What was it like for you in jail?
          
                              BILLY
                    You want to hear about the showers?
          
                              MADOLYN
                    Did something happen to you?
          
          
                                                          (CONTINUED)
          
                                                                    67.
          CONTINUED: (3)
          
          
                              BILLY
                    No.
                        (a beat)
                    You sit there with a mass murderer,
                    your heart-rate jacked, your
                    hand...steady. That's one thing I
                    found out about myself in prison.
                    My hand doesn't shake, ever.
          
                              MADOLYN
                    What do you expect from coming
                    here?
          
                              BILLY
                    I have to come here.
          
                              MADOLYN
                    I know it's not elective...on your
                    part...but, now that you're here,
                    what do you want?
          
                              BILLY
                    You want the truth?
                        (a beat)
                    Valium.
          
                              MADOLYN
                    If you lied, you'd have an easier
                    time getting what you wanted.
          
                              BILLY
                    What's that say about what you do
                    for a living?
          
          Madolyn is taken aback. She closes her file.
          
                              MADOLYN
                    Look, I think we better have a few
                    more meetings before we can even
                    talk about prescriptions.
          
          She closes his file and puts it in the rack behind her.
          
                              BILLY
                    I'm having panic attacks. You
                    didn't even ask about that. Last
                    night I thought I was having a
                    fucking heart attack. I puked in a
                    trash barrel on the way in here, I
                    haven't slept for weeks.
          
          
          
          
                                                            (CONTINUED)
          
                                                                  68.
          CONTINUED: (4)
          
          
                              MADOLYN
                    Is this true?
          
                              BILLY
                    Yes. I said something true. I want
                    some fucking pills and you close my
                    file? I thought I was supposed to
                    tell the truth here.
          
                              MADOLYN
                    Yes, you are.
          
                              BILLY
                    If only fuckin' here.
          
          She retrieves his folder.
          
                              BILLY (CONT'D)
                        (giving into stress)
                    Guy comes in in pain, against every
                    instinct of ...privacy, of, of,
                    self reliance... that he has, and
                    you don't help him? You send him
                    off to score smack on the fucking
                    street?! (Is that what you do, Mrs.
                    Fuckin' Doctor?)
          
          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.
          
                                 BILLY (CONT'D)
                    Two pills.
          
          She nods. BILLY reaches out and deliberately places the pills
          on the desk.
          
                              BILLY (CONT'D)
                    Why don't you just give me a bottle
                    of scotch and a handgun to blow my
                    fucking head off. Are we done here
                    with this psychiatry bullshit?
          
          MADOLYN is taken aback, guilty, astonished.
          
                              MADOLYN
                    You can leave!
          
                              BILLY
                    What if that was a legitimate
                    threat? (Hot shot).
          
          
          
                                                            (CONTINUED)
          
                                                                  69.
          CONTINUED: (5)
          
          
          BILLY leaves. MADOLYN stares after him.
          
                              MADOLYN
                    Fuck...
          
          EXT. PLAZA OUTSIDE THE OFFICE BUILDING. DAY
          
          Very windy. Papers blowing. Billy is walking. Madolyn catches
          up to him.
          
                              MADOLYN
                    Why is the hardest patient of the
                    day always the last one?
          
                              BILLY
                    Because you're bored and tired and
                    don't give a shit. It's not
                    supernatural.
          
                              MADOLYN
                    Look, I'm not just...somebody you
                    have to see or they put you in
                    jail. If you are in distress I will
                    help you.
          
          Madolyn holds out a paper and a business card.
          
                              BILLY
                    What's this?
          
                              MADOLYN
                    My card. And a prescription for
                    twenty Lorazepam.
          
          BILLY stands holding the prescription.
          
                              BILLY
                    Is it enough to kill myself?
          
                              MADOLYN
                        (she fixes him with a
                         stare)
                    Maybe it is. All right? Have I done
                    my job up to your goddamned
                    standards? Because by my standards
                    you fit the model of drug-seeking
                    behavior, and fuck you if you don't
                    like my initial clinical reaction.
          
                               BILLY
                        (re: prescription)
                    Thank you.
          
          
                                                            (CONTINUED)
          
                                                                  70.
          CONTINUED:
          
          
                                  MADOLYN
                       I'm transferring you to another
                       counselor.
          
          She starts to go back inside.
          
                                 BILLY
                       You wanna get a cup of coffee?
          
          INT. COMMAND CENTER (UPSTAIRS). NIGHT. A WEEK LATER
          
          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.
          
                                 ELLERBY
                       All right, let's bring it in,
                       please. Come in please.
                           (addressing room)
                       Our target is a major transaction
                       of microprocessors. Yes, those. I
                       don't know what they are. You
                       don't know what they are. Who
                       gives a fuck? Cash will be handed
                       over in a building which we have
                       under AV surveillance. Staff
                       Sergeant Sullivan's team...
                           (he nods at COLIN)
                       Will ID the bad guys and listen in
                       on the phones.
          
                                 COLIN
                           (to his guys)
                       Did you guys know anything about
                       this?
          
          No.
          
                                 ELLERBY
                           (to LAZIO)
                       How long have we been tapped on
                       this building?
          
                                 ELLERBY (CONT'D)
                       Our unit will not take action until
                       a man Captain Queenan has inside
                       the operation has verified the
                       transaction. Questions? Anyone?
                       This is who we're after.
                           (taps picture of Costello)
                                 (MORE)
          
                                                             (CONTINUED)
          
                                                                  71.
          CONTINUED:
                                 ELLERBY (CONT'D)
                       We've been after this cocksucker
                       for a long time, and tonight we're
                       gonna get him. Get to work.
          
          ON COLIN as he reflexively touches his cell phone and thinks
          about the best way out of this.
          
                                 ELLERBY (CONT'D)
                       We've been after this son of a
                       bitch for a long time, and we're
                       getting him tonight. Get to work.
          
                                  COLIN
                           (to team)
                       Go find out what we're doing and
                       get on it.
          
          COLIN wanders off in the mill of officers. He is taking out
          his cell phone when ELLERBY comes up to him.
          
                                 ELLERBY
                       Sorry to get you at the last
                       minute. But things leak. This lead
                       came from Queenan's undercover guy.
          
          ELLERBY walks on to a COFFEE STATION, a yard away.
          
                                    COLIN
                              (into cell)
                       Dad?
          
                                    COSTELLO (O.S.)
                              (on phone)
                       Yes?
          
          COLIN is completely normal on the phone.
          
                                 COLIN
                       I'm not going to make dinner.
                       Something big has come up.
          
          INT. COSTELLO'S APARMENT. CONTINUOUS
          
          COSTELLO is on the phone.
          
                                 COSTELLO
                       Too bad. Your mother worked all
                       goddamned day. We'll just have to
                       sit down without you and your
                       friends.
          
                                                                     72.
          
          
          
          INT. COMMAND CENTER. CONTINUOUS
          
          COLIN turns away from the activity.
          
                              COLIN
                    Oh, my friends are still coming.
          
          COLIN sees QUEENAN staring at him.
          
                              COLIN (CONT'D)
                    We'll just say lunch tomorrow.   All
                    right, bye.
          
          COLIN ends the call. QUEENAN is there.
          
                              QUEENAN
                    The readiness is all. You know the
                    players, call the game.
          
                              COLIN
                    Thank you, Captain.
          
          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.
          
                              GEEK COP
                    Piece of cake. I'll operate the
                    cameras. You ID the guys and log
                    them.
          
          COLIN nods. QUEENAN comes up.
          
                              QUEENAN
                    All cellphone signals are under
                    surveillance through the courtesy
                    of our Federal friends over
                    there...
          
          COLIN looks: sees LAZIO and two others.
          
                              ELLERBY
                        (as if on coke and he
                         probably is)
                    Patriot Act. Love it. Love it.
          
          
                                                            (CONTINUED)
          
                                                                     73.
          CONTINUED:
          
          
          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.
          
                                 COLIN
                       All right. That's Costello right
                       there. Costello, Mister French,
                       Fitzy, Delahunt, Billy Costigan the
                       new guy...Time is 10.46.
          
                                 BROWN
                       Who are they meeting?
          
                                 ELLERBY
                           (leaning over screens)
                       I don't know. Some Chinamen from
                       points unknown. They're already
                       inside.
          
          DETAIL OF COLIN'S PHONE. COLIN hits "send", sending the
          message "No phones". THE SCREEN then reads "Erasing Sent
          Message".
          
          EXT. TARGET BUILDING. NIGHT
          
          COSTELLO and the boys go into the building, moving past TWO
          IDLING CARS. We see Costello look casually at his phone.
          
          INT. COMMAND CENTER. CONTINUOUS
          
          Watching images. COSTELLO'S GUYS move through pillars and
          disappear.
          
                                 CAMERA GEEK COP
                       We have a blind spot.
          
                                 ELLERBY
                       Why do you have a blind spot?
          
                                 CAMERA GEEK COP
                       We had two hour's notice. Two
                       hours. What the fuck you think this
                       is, NASA?
          
                                 ELLERBY
                       It never crossed my mind. You get a
                       camera in the back?
          
          
          
                                                             (CONTINUED)
          
                                                                   74.
          CONTINUED:
          
          
                                    TECH COP IN DOWN VEST
                       What back?
          
          Ellerby blows his nose. He is on coke. COLIN sends another
          TEXT MESSAGE: "Blind spot inside door."
          
          INT. TARGET BUILDING. CONTINUOUS - REVISED 6/8-9/05
          
          COSTELLO looks at his IM screen and turns to his guys.
          
                                 COSTELLO
                       Turn off your cell phones.
          
          FITZY and some others mutter.
          
                                  COSTELLO (CONT'D)
                       Check your weapons...Fitzy has the
                       chicken...
          
          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.
          
          INT. COMMAND CENTER. CONTINUOUS
          
                                  CAMERA COP
                           (to no one, and maybe OS)
                       Maybe if we had some Homeland
                       security money like some other
                       fucking douchebags I could
                       mention...
          
          Both Brown and Colin have their headsets on.
          
                                    QUEENAN
                       Any calls?
          
                                 PHONE TECH COP
                       They turned off their phones.
          
          COLIN looks utterly innocent.
          
                                 ELLERBY
                       Search randomly for calls made from
                       the area.
          
          
          
          
                                                             (CONTINUED)
          
                                                                  75.
          CONTINUED:
          
          
                                 PHONE TECH COP
                       Eight hundred seven phones are live
                       in this area.
          
                                 ELLERBY
                       Narrow the area.
          
                                 LAZIO
                       What you see for coverage is what
                       you get.
          
                                 DIGNAM
                           (like Queenan, an observer
                            of Ellerby's operation)
                       Why the fuck did they turn off
                       their phones?
          
                                 PHONE TECH COP
                       Wait, there's still one phone up.
          
                                 DIGNAM
                       Where?
          
          A single light on the screen. QUEENAN looks at an IM (from
          Billy) on his phone.
          
          DETAIL: "buyers here". ("$")
          
                                 QUEENAN
                       The buyers are there.
          
          COLIN wonders how Queenan knew this. The single light winks
          out on the screen. ELLERBY looks at Queenan, impressed.
          
                                 ELLERBY
                       You know, direct access to your
                       fucking guys would have certain
                       fuckin' advantages.
          
                                 QUEENAN
                           (mildly)
                       Not to my guy.
          
          ELLERBY stares at him.
          
                                 DIGNAM
                       This is unbelievable.
                           (looking at screens)
                       Fuck it, who put the cameras in the
                       fucking place?
          
          
          
          
                                                             (CONTINUED)
          
                                                                  76.
          CONTINUED: (2)
          
          
                               CAMERA TECH COP
                    Who the fuck are you.
          
                              DIGNAM
                    I'm the guy who does his job. You
                    must be the other guy.
          
                              QUEENAN
                    Hey, hey, hey...
          
          INT. AN OPEN AREA IN THE RUINED BUILDING. NIGHT
          
          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
                        (to translator)
                    How you going, Robert?
          
                              CHINESE TRANSLATOR
                    Tops, Mr. Costello. I want to tell
                    you that at least two of these
                    gents have machine guns.
          
          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."
          
                              CHINESE GANGSTER
                        (in Cantonese, not
                         subtitled)
                    Waiting, waiting. We almost
                    departed! This man is from the
                    Embassy. He will have to blow his
                    brains out if he is captured. His
                    entire family will be killed.
          
                              CHINESE TRANSLATOR
                    He's a little upset.
          
                              COSTELLO
                    Tell him light on the starch.
          
          
          
                                                            (CONTINUED)
          
                                                                  77.
          CONTINUED:
          
          
          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.
          
                                 CHINESE TRANSLATOR
                           (roughly translating)
                       He's fronting the Chinese
                       government and he's just scared
                       shitless.
          
                                 COSTELLO
                       Government man.
                           (loudly, to Chinese)
                       I'm concerned about Chinamen who
                       think it's wise to bring automatic
                       weapons to a business transaction.
          
          The CHINESE GANGSTER interjects --
          
                                 CHINESE GANGSTER
                       Ngup, Ngup, Ngup. Ngaw um ming.
                       Kay ngup mutt. [Yap, yap, yap. I
                       don't understand. What is he
                       saying?]
          
          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.
          
                                 COSTELLO
                       For his own good, tell Bruce Lee
                       and the Karate Kids none of us are
                       carrying automatic weapons because
                       here, in this country, it don't add
                       inches to your dick. You get a
                       life sentence for it.
          
          We (but no one else) hear a double click as MISTER FRENCH
          cocks a pistol behind his back.
          
                                 CHINESE GANGSTER
                           (in Cantonese)
                       Put away that machine gun.
          
          The MACHINE GUN is put away.
          
          
          
          
                                                             (CONTINUED)
          
                                                                  78.
          CONTINUED: (2)
          
          
                              COSTELLO
                    If these chinks want to nuke Taiwan
                    any time in this century, you tell
                    them they better shape up fast and
                    show me one million dollars.
          
          The CHINESE TRANSLATOR translates.
          
                              COSTELLO (CONT'D)
                    What we generally do in this
                    country is one guy shows up with
                    the items, and the other guy pays
                    him. No tickee...no laundry.
          
          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.
          
                              CHINESE GANGSTER
                    Nay tiey ching chaw yut bok mon.
                    [Make sure it's real. It's a
                    million dollars.]. ALTERNATE/ALSO
                    (insult): Ne dei yeeche ling ngnaw
                    dong maw gok nay chun. [Next time
                    you make me wait, I'm going to cut
                    your dick off.
          
                              COSTELLO
                    In English, thank you, also.
          
                              CHINESE GANGSTER
                    Du ne. [Fuck you.]
          
          The deal is done.
          
                              COSTELLO
                    The expedition continues this way.
          
          To Billy's surprise both Costello's men and the Chinese head
          out through the back industrial windows onto a canal-side
          pier.
          
          INT. COMMAND CENTER. CONTINUOUS
          
          The CARS of the CHINESE GUYS are driven away, passing a van
          full of...
          
          Startled TACTICAL COPS. TWO TACTICAL UNITS are hidden
          outside.
          
                                                                  79.
          
          
          
          INT. COMMAND CENTER. CONTINUOUS
          
          ELLERBY is staring at the screens.
          
                              ELLERBY
                    Don't tell me those cars were
                    empty. Please don't tell me those
                    Chinamen's cars were empty.
                        (to Camera Tech Cop)
                    Do you have a camera in the back.
          
          An IMAGE comes up. Nothing.
          
                              ELLERBY (CONT'D)
                    Can I talk to you a minute?
          
          As the Camera Technician gets up, Ellerby pounces on him.
          
          EXT. BEHIND THE BUILDING. CONTINUOUS
          
          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.
          
                              COSTELLO
                    See, no surveillance here. They
                    didn't figure we had a navy.
                    Always figure an exit for your
                    business partners. What with
                    everything all dug up, you can't
                    trust a slant to find the Mass Pike
                    and, with or without Staties out
                    front, frankly I don't approve of
                    orientals driving to begin with.
          
                              BILLY
                    What about us, Frank?   What're we
                    gonna do?
          
                              COSTELLO
                    We depart. We didn't commit no
                    illegalities.
          
          BILLY is stunned. Admiring.
          
                              MISTER FRENCH
                    Except sell the ching chongs a
                    bunch of fuckin' plastic.
          
          
          
          
                                                            (CONTINUED)
          
                                                                        80.
          CONTINUED:
          
          
          The CHINESE GUYS, staring back, chug away down the canal in
          the lobster boat. BILLY watches COSTELLO go, admiringly, and
          then follows him.
          
          EXT. STREET NEAR TARGET BUILDING - NIGHT          103A
          
          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.
          
          INT. COLIN'S APARTMENT. DAY
          
          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
                       Good Morning.
          
          MADOLYN smiles at him, also shy.
          
                                 COLIN
                       Good morning.
          
                                 MADOLYN
                       I beat the movers.
          
                                 COLIN
                       How was the last night in the, ah,
                       old establishment?
          
                                 MADOLYN
                       (putting the box on the kitchen
                       counter)
                       Lonely.
          
                                  COLIN
                       I'm glad to hear that.   It sucked
                       here, too.
          
          They kiss.    MADOLYN takes in the apartment.
          
                                 MADOLYN
                       I'm gonna thank your Uncle
                       Alphonsus for the square footage.
          
                                 COLIN
                       Uncle Alphonsus is in heaven.   So
                       am I.
          
          
                                                                   (CONTINUED)
          
                                                                       81.
          CONTINUED:
          
          
          MADOLYN unpacks food.       Coffee.   Croissants.
          
                                 MADOLYN
                       French donut?
          
                                 COLIN
                           (re: box of stuff)
                       Yeah. Hey, can I...
          
                                    MADOLYN
                       Sure yeah.
          
          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.
          
                                 COLIN
                       Well, we're not having this out.
          
                                    MADOLYN
                       What?
          
          MADOLYN isn't prepared to be at cross-purposes. But she is
          taken aback. She puts the photo quietly away. Contaminated.
          
                                 COLIN
                       You don't see any pictures of where
                       I came from. Look, I respect who
                       you are, but not in the living
                       room. We might have company.
          
                                    MADOLYN
                       Company?
          
          She laughs.    COLIN looks at a diploma.     Veritas.
          
                                 COLIN
                       Why work for the state?
          
                                  MADOLYN
                       Why not?   You do.
          
                                  COLIN
                       Not forever, and you don't have to.
                       You've got degrees...you're a hot
                       shit... I mean, what you do, why
                       make as much as a guidance
                       counselor?
          
          
          
          
                                                                  (CONTINUED)
          
                                                                  82.
          CONTINUED: (2)
          
          
                              MADOLYN
                        (deadpan, over her coffee
                         cup)
                    I believe in public service.
          
          COLIN stares at her.
          
                              COLIN
                    Now you're just being ridiculous.
          
                              MADOLYN
                        (kissing him, and
                         intently:)
                    You like me living here?
          
                              COLIN
                        (hands down her shorts)
                    Yes I do.
          
          THE PHONE (landline with mobile handset) rings.
          
                                 COLIN (CONT'D)
                    Answer it.     You live here.
          
          MADOLYN, not 100% confused by his seizing on the
          interruption, gets the phone.
          
                              MADOLYN
                    Mayor Sullivan's Office.
          
          After a moment she holds the receiver out to COLIN.
          
                               MADOLYN (CONT'D)
                        (whispering)
                    I'm sorry!
          
                                 COLIN
                    Who is it?
          
                              MADOLYN
                    I think it's a guy with a, ah,
                        (She touches her throat,
                         and whispers)
                    A cancer guy.
          
          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.
          
                                 COLIN
                    Hello?
          
          
          
                                                             (CONTINUED)
          
                                                                  83.
          CONTINUED: (3)
          
          
          COLIN exits the kitchen.
          
                              COLIN (CONT'D)
                        (to Madolyn)
                    Something for work.
          
          MADOLYN looks after him. She doesn't start eating again, she
          watches Colin. She is seen staring at him through the
          following scene.
          
                              COSTELLO (V.O.)
                    What the fuck is it with your
                    phone?
          
          EXT. THE CHELSEA YACHT CLUB. CONTINUOUS
          
          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
                    Nothin', nothin'. It doesn't have
                    any power, that's all. It just
                    happened once.
          
                               COSTELLO
                    Was that that shrink cunt answered
                    the phone?
          
                              COLIN
                    Yes. Yes. As I said, she was gonna
                    move in, so she moved in.
          
                              COSTELLO
                    You better get organized, quick.
          
                              COLIN
                    Last time I checked, I tipped you
                    off and you're not in jail.
          
                              COSTELLO
                    Are you listening to me?
          
                              COLIN
                    Yes.
          
          
          
          
                                                            (CONTINUED)
          
                                                                  84.
          CONTINUED:
          
          
                                 COSTELLO
                       Are listening to me, son? Do you
                       like Little Miss Thing sucking your
                       cock?
          
          COLIN looks in at MADOLYN.
          
                                 COLIN
                       Yes. Yes I do.
          
          COLIN is frustrated.
          
                                 COSTELLO
                       So earn it.
                           (a beat)
                       I'm gettin' the feeling we got a
                       cop in my crew.
          
                                 COLIN
                       I been gettin' that same feeling.
          
                                 COSTELLO
                       He's one of yours. Inside. Have you
                       seen anything?
          
                                 COLIN
                       Look, I have no access to
                       undercover files in Queenan's
                       department. It's locked up. Queenan
                       and Dignam run the snitches. They
                       don't give anybody a peep. I'm
                       doing the best...
          
                                 COSTELLO
                           (interrupting)
                       Your best? What do you think
                       we're in, the fuckin' haberdashery
                       business?
          
          COLIN takes a breath, tries to reason and mind his place.
          
                                 COLIN
                       Please Frank, if you don't relax I
                       can't relax. Let's start with
                       this...get me all the information
                       on the people around you last
                       night. Everyone that works for you.
                       Get me real first names. Get me...
          
          
          
          
                                                             (CONTINUED)
          
                                                                  85.
          CONTINUED: (2)
          
          
                              COSTELLO
                        (interrupting Colin)
                    Get you? Give you? Who the fuck
                    do you work for?
          
                              COLIN
                    Okay, Frank...I'm sorry...could you
                    please get me social security
                    numbers, ah, I need drivers license
                    numbers, full names, dates of
                    birth, anything like that. Bank
                    account numbers, everything that
                    you don't get from a criminal
                    record or, or a wrap sheet or a...
          
                              COSTELLO
                        (relenting a little)
                    Collie, calm down or you'll shoot
                    in your pants. I'll get you the
                    records and whatnot. You'll have
                    'em but listen to me son, don't
                    disappoint me on this, or some
                    other guy will be putting their
                    cock up Little Miss Freud's ass.
          
          EXT. DOCK/WATERFRONT - CONTINUOUS
          
          Costello hangs up and walks along and sees QUEENAN and DIGNAM
          step out.
          
                              QUEENAN
                    How are you, Francis?
          
                              COSTELLO
                    My mother called me Francis.
          
                              QUEENAN
                    I know she did. And your father
                    called you the tumor.
          
          COSTELLO, not liking that:
          
                              COSTELLO
                    Oh, what did your father call you,
                    Charlie? Oh yeah, I forgot, he
                    wasn't around.
          
                              QUEENAN
                    Where are the real microprocessors,
                    Frank?
          
          
          
          
                                                            (CONTINUED)
          
                                                                  86.
          CONTINUED:
          
          
                                 COSTELLO
                       Microprocessors...oh yeah, I heard
                       that story. You arrested some
                       Chinese government guy at the
                       border carrying some light sockets
                       or somethin'.
          
                                 DIGNAM
                       I can't wait to wipe that fuckin'
                       smirk off your face.
          
                                 COSTELLO
                           (to Dignam)
                       Wouldn't you rather wipe my ass for
                       me?
          
                                 QUEENAN
                       I will get you, Frank.
          
                                 COSTELLO
                       If you could've you would've but I
                       guess you like to go at your own
                       pace.
          
          From off-stage we hear a young, angelic GIRLS CHOIR begin to
          sing.
          
                                 COSTELLO (CONT'D)
                       Excuse me, I've got a date with
                       some angels.
          
          As Costello walks away:
          
                                 QUEENAN
                       Sooner than you think, Francis.
          
          
          INT. COLIN'S APARTMENT. CONTINUOUS
          
          COLIN, looking worried, folding his phone away, comes into
          the apartment. MADOLYN is staring at him.
          
                                 COLIN
                       What?
          
                                 MADOLYN
                       You have a boss that has a
                       laryngectomy?
          
                                 COLIN
                       No, no, no. That was a guy who
                       works for me.
          
          
                                                             (CONTINUED)
          
                                                                         87.
          CONTINUED:
          
          
                                 MADOLYN
                       You're lying to me.
          
                                  COLIN
                       Not exactly.
                           (the charming Colin:)
                       There are certain things I will not
                       be able to talk to you about. I
                       cannot allow you to jeopardize an
                       ongoing investigation. (Or your
                       own life.)
                           (more seriously, after a
                            long beat)
                       There really are things connected
                       to my job that you can't ask about.
                       That you don't want to know about.
          
                                 MADOLYN
                           (after a beat)
                       Okay, then say that.
          
          COLIN looks at her steadily:         if she's serious, she's pure
          gold.
          
                                   COLIN
                       I will.    Thank you.
          
          He kisses her.       The DOORBELL RINGS.
          
                                 MADOLYN
                       That's the movers.
          
                                 COLIN
                       You still wanna stay?
          
                                   MADOLYN
                       I do.
          
          The doorbell safely ringing, Colin kisses Madolyn.
          
                                 COLIN
                           (re: doorbell)
                       All right. All right.       I'm coming.
          
          INT. QUEENAN'S OFFICE. CONTINUOUS
          
          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.
          
          
          
          
                                                                   (CONTINUED)
          
                                                                  88.
          CONTINUED:
          
          
                                 BILLY (O.S.)
                       I'm gonna get on a plane unless you
                       put Queenan on the phone.
          
                                 DIGNAM
                       Queenan had a funeral to go to.
                       This is my shift. Calm down.
          
          INT. IM PEI TYPE FOOTBRIDGE WITH A PEDESTRIAN CONVEYOR. DAY
          (INTERCUT)
          
          BILLY is talking on the phone, in a fury.
          
                                 BILLY
                       Why shouldn't I get on a fucking
                       plane? Meet up? Do you actually
                       want me dead? There's a rat in
                       your unit. That's a fact. You just
                       don't know it. Where's Queenan?
          
                                 DIGNAM
                       He's not here.
          
                                 BILLY
                       They knew you had cameras in the
                       building. You have a leak from the
                       inside. It's real. Smoke him out.
          
                                 DIGNAM
                       And how do we do that Mr... fucking
                       genius who didn't even graduate the
                       academy?
          
                                 BILLY
                       Disinform. Let it slip to SIU that
                       you're getting a sealed wiretap
                       warrant for Costello's apartment.
                       Don't tell anyone in our department
                       but tell SIU. Flush it and see if
                       it comes out of the pipe on my end.
                       That's first. Narrow it down.
                       Where's Queenan.
          
                                 DIGNAM
                       Are you deaf? He's not here. Call
                       me when you get something real.
          
          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.
          
          
          
          
                                                             (CONTINUED)
          
                                                                   89.
          CONTINUED:
          
          
                                  BILLY
                       It's me.
          
          INT. DESERTED CAFE -     DAY
          
          Madolyn and Billy sit at a table. Talking like friends now,
          emphatically non-clinical. Billy is zoned out, preoccupied,
          nervous.
          
                                 MADOLYN
                       I'm assuming you want to change
                       things, you know, change the people
                       you know, change the people you
                       meet, change everything, anything.
                       Too many choices can see like no
                       choice at all...
          
                                 BILLY
                       Confucius say that?
          
                                 MADOLYN
                       So you do...something radical.
          
                                 BILLY
                       "Something radical," huh?
          
                                 MADOLYN
                       ...yeah, you do... Sometimes it's
                       just a matter of picking a thing
                       and doing it...
          
                                 BILLY
                       So how long you been with this guy?
          
                                 MADOLYN
                       Oh, four months. About four months.
          
                                 BILLY
                       You love this guy?
          
                                 MADOLYN
                       It's pretty serious, yeah, it is.
          
                                  BILLY
                       A head case or anything?    I'm just
                       curious...
          
                                 MADOLYN
                       No more than I am.
          
          
          
          
                                                              (CONTINUED)
          
                                                                    90.
          CONTINUED:
          
          
                                 BILLY
                       Then you're lucky.   Considering the
                       odds, right?
          
          He lifts his cup to drink.
          
                                 BILLY (CONT'D)
                       Good, give him a shot.
          
          This may not be exactly what Madolyn wants to hear. But she
          nods.
          
                                  MADOLYN
                       Doctors aren't supposed to have
                       illusions.
          
                                 BILLY
                       Yeah, that's because of vastly
                       superior intelligence. Godlike,
                       really.
          
          Smiles, called on her shit.
          
                                 MADOLYN
                       OK, I'm in a serious, newly
                       serious, relationship...there
                       are...ups and downs...everybody has
                       doubts, problems -- I mean doubts.
          
          She realizes she may have glazed and gone a little too far on
          "problems".
          
                                 BILLY
                       What would you do if he was
                       standing right there and saw us?
          
                                MADOLYN
                       I'd lie. To keep things on an even
                       keel. You know all about it.
          
          INT./EXT. BANKROBBER'S APARTMENT. CHARLESTOWN. DAY
          
          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.
          
          
          
                                                               (CONTINUED)
          
                                                                  91.
          CONTINUED:
          
          
          BACK INSIDE:
          
          BILLY shoves him down on the couch and crams the gun to his
          head.
          
                                 BILLY
                       You take off an armored car at the
                       Dedham Mall and what do you do. Do
                       you pay guineas in Providence?
          
                                 BANKROBBER
                       Fucking now I do.
          
                                 BILLY
                       What the fuck do you do.
          
                                 BANKROBBER
                       What, I pay Costello and wait for
                       him to trade me to the FBI? Cause
                       that's what he does.
          
                                 BILLY
                       FBI? What the fuck are you talking
                       about.
          
          {Firecrackers off}
          
                                 BANKROBBER
                       Oh my God, is that French out
                       there?
          
                                 BILLY
                           (grabbing him by the
                            shirt)
                       What the fuck did you just say
                       about the FBI?
          
                                 BANKROBBER
                       Forget what I said. I'm fucking
                       high, I'm high.
          
          Firecrackers continue to go off outside. The BANKROBBER knows
          what this means.
          
                                 BILLY
                       Whatever's going through your very
                       poor, very limited, brain...I'm not
                       going to hurt you. Just tell me
                       what you just fucking said.
          
          
          
          
                                                             (CONTINUED)
          
                                                                  92.
          CONTINUED: (2)
          
          
                              BANKROBBER
                    Forget it, I'm high, I must be
                    high, I would never say what you
                    thought I said.
          
          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
                    Tell me what the fuck you said.
          
                              BANKROBBER
                        (covered with blood)
                    Why do you think he's not arrested?
                    Costello's a protected FBI
                    informant. He'll trade you out.
                        (a beat)
                    I thought I was supposed to go into
                    shock. I'm not in shock. It fucking
                    hurts. It fucking hurts.
          
          BILLY gets out of the house.
          
          OUTSIDE
          
          MISTER FRENCH is benignly watching kids light cherry bombs.
          
                                BILLY
                    Let's go.
          
          ON SOUND: Sextet from LUCIA di LAMMAMOOR.
          
          INT. A THEATER. NIGHT
          
          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.
          
          INT. A BEDROOM. NIGHT.
          
          COSTELLO fucks...and fucks weird.
          
                                                                  93.
          
          
          
          EXT. QUEENAN'S HOUSE IN WEST ROXBURY. NIGHT
          
          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.
          
                              BILLY
                    Hey, it's me.
          
                              QUEENAN
                    What do you want? What are you
                    doing here?
          
                                 BILLY
                    Come here.
          
          QUEENAN approaches him.
          
                              BILLY (CONT'D)
                    Costello is giving people up to the
                    FBI.
          
          QUEENAN stares.
          
                                 QUEENAN
                    The FBI?
          
                              BILLY
                    He gives information to the FBI.
                    He's a protected informant. Aren't
                    they trying to make it a Federal
                    case? And it never gets made?
          
                               QUEENAN
                        (realizing he has to be
                          very careful)
                    Go around the back. Go around the
                    back.
          
          INT. QUEENAN'S HOUSE. MOMENTS LATER
          
          BILLY sits on a bench in a hallway, exhausted, staring. THE
          SACRED HEART and JFK are on the walls. QUEENAN comes along
          the hall.
          
                              QUEENAN
                    My wife's asleep. She left supper
                    out. Come and have something to
                    eat.
          
          BILLY shakes his head.
          
          
          
                                                            (CONTINUED)
          
                                                                  94.
          CONTINUED:
          
          
                                  BILLY
                       No, I...
          
                                 QUEENAN
                       We'll talk in the kitchen. Come and
                       have something to eat.
          
          BILLY follows him towards the lighted kitchen door.
          
          EXT. DRIVING RANGE. DAY (WINDY)
          
          COLIN is watching ELLERBY hit golf balls. Well.
          
                                 ELLERBY
                       Congratulations. Haven't seen a guy
                       like you since me. You'll be
                       transferred to Internal
                       Investigations but you will
                       continue to work right where you
                       are in the Special Investigation
                       Unit.
          
                                 COLIN
                       I don't get it.
          
                                 ELLERBY
                       We are all convinced that Costello
                       has at least one mole in the
                       Special Investigation Unit.
          
                                  COLIN
                       Right.
          
                                 ELLERBY
                       You'll investigate. Everybody.
                       Anybody.
          
                                 COLIN
                       Well, that's just a dream job for a
                       cop.
          
                                 ELLERBY
                       We have considered all possible
                       candidates. You have an immaculate
                       record. Some people never trust a
                       guy with an immaculate record. I
                       do.
                           (a beat)
                       I have an immaculate record.
          
          ELLERBY hits a drive.
          
          
          
                                                             (CONTINUED)
          
                                                                  95.
          CONTINUED:
          
          
                                    ELLERBY (CONT'D)
                       Play golf?
          
                                    COLIN
                       No.
          
                                 ELLERBY
                       That's a pity. Pretty much sucks as
                       a game but you get to form
                       relationships.
                           (a beat)
                       How's the wedding coming along?
          
                                 COLIN
                       Everything's great. On schedule.
                       She's a doctor.
          
                                 ELLERBY
                       Outstanding. That's good. Marriage
                       is an important part of getting
                       ahead. You don't want anyone
                       thinking you're a homo. Married guy
                       seems stable. People look at a
                       wedding ring and think: someone can
                       stand the son of a bitch. Ladies
                       see the wedding ring and know
                       immediately that you must have some
                       cash and that your cock works.
          
                                 COLIN
                       Oh, it's working. Overtime.
          
                                 ELLERBY
                       I'm glad to hear that.
          
          Hits a drive. Ponk.
          
          EXT. CONSTRUCTION AREA. DAY
          
          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.
          
          INT. THE DEAD BAR. DAY
          
          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.
          
          
                                                             (CONTINUED)
          
                                                                    96.
          CONTINUED:
          
          
                                 MISTER FRENCH
                       Boss wants your real name, your
                       social, your license number, all
                       your bank account numbers.
          
                                 BILLY
                       I don't have a bank account.
          
                                 MISTER FRENCH
                       I'm a cash business myself.
          
                                 BILLY
                       What's he doing, setting up IRAs?
          
                                 MISTER FRENCH
                       You fill in the papers, real name,
                       all your numbers, no fucking
                       around, and then we all wait here.
          
                                 MISTER FRENCH (CONT'D)
                       No, I ain't.
          
          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.
          
                                 DELAHUNT
                       Put the forms in there.
          
                                 FITZY
                       I don't know if this is how you
                       spell Citizens'.
          
          BILLY glances at what FITZY is crawling: CITTIZINS TRUST.
          
                                 BILLY
                       No, no, no. Jesus Christ.
          
          He takes the brown envelope, and writes on it CITIZENS.
          
                                 FITZY
                       What are you, retarded? That ain't
                       right.
          
          BILLY gives up. Both of their forms are stuffed in an
          envelope. BILLY gets up.
          
                                 DELAHUNT
                       Billy, he said to stay here.
          
          
          
                                                            (CONTINUED)
          
                                                                       97.
          CONTINUED: (2)
          
          
                              BILLY
                    I'm not sitting in this room
                    without a tetanus shot. I'm not
                    staying.
          
                              MISTER FRENCH
                    Where you going?
          
          BILLY goes out. DELAHUNT puts his coat on. He picks up the
          brown envelope on which CITIZENS TRUST is written.
          
          EXT. THE WATERFRONT. DAY
          
          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.
          
                              ONSCREEN
                    Follow the envelope.
          
          BILLY deletes the IM and dials Queenan directly.
          
                              BILLY
                    Why can't Ellerby's guys? SIU.
          
          INT. QUEENAN'S OFFICE. DAY
          
          QUEENAN closes his door.
          
                              QUEENAN
                    They can't. They are compromised.
          
          EXT. COSTELLO'S APARTMENT. NIGHT
          
          Costello emerges, in an overcoat. Carrying the envelope. He
          gets into his Oldsmobile. BILLY starts his car and follows.
          
          INT. CINEMA. NIGHT   REVISED ON SET 5/31/05
          
          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.
          
                              COSTELLO
                    Oh yeah, be dirty.
          
          Colin goes for his gun.    Costello gets up, shows him the
          dildo.
          
          
                                                              (CONTINUED)
          
                                                                 98.
          CONTINUED:
          
          
                                  COSTELLO (CONT'D)
                       See   anything you like?
          
          COLIN unnerved, recognizing COSTELLO now.
          
                                 COLIN
                       Jesus Christ, Frank, I almost shot
                       you.
          
          Frank sits, closer to Colin.
          
                                 COSTELLO
                       You're not indulging in self abuse
                       are you?
          
                                 COLIN
                       Frank, we got problems.
          
                                 COSTELLO
                       I hope you're not turning into one
                       of those sob sisters, who wants to
                       get caught. You're not crackin' up
                       are you?
          
                                 COLIN
                       I don't crack up.
          
                                  COSTELLO
                       Pick a place where any cop could
                       see you...
          
                                 COLIN
                       Why did you show up then?
          
                                 COSTELLO
                       I own the place.
          
                                 COLIN
                       Why am I not fuckin' surprised.
                       Look...
          
                                 COSTELLO
                       You're gettin' reassigned.
          
                                 COLIN
                       How the fuck did you know that?
          
                                 COSTELLO
                       Where'd they put you?
          
                                 COLIN
                       I have to find myself.
          
          
                                                            (CONTINUED)
          
                                                                   99.
          CONTINUED: (2)
          
          
          COSTELLO chuckles, truly enjoying this.
          
                              COSTELLO
                    You're telling me, sonny boy.
          
                              COLIN
                    I have to find the guy you have in
                    the department.
          
                              COSTELLO
                    With everybody looking up their own
                    ass and you looking for yourself, I
                    put my money on nobody finding
                    nothing.
          
          We see in Colin's face hurt and hatred for Costello.   His
          idol doesn't like him.
          
                              COLIN
                    Frank, for me, you've got to lay
                    low.
          
                              COSTELLO
                    Laying low is not what I do.
          
                              COLIN
                    Yeah, big fuckin' daddy Frank.
                    Lookit, Frank, what good am I to
                    you if you don't listen to me?
                    Queenan's compartmentalizing. He's
                    fuckin' smart, you know that. I
                    will find this rat if you let me do
                    it my way. If you let me do my job.
          
                              COSTELLO
                    Okay.
                        (gives him the envelope)
                    But Colin, I hope I won't have to
                    remind you, that if you don't find
                    that cheese eating rat bastard in
                    your department so we can give him
                    a halo, most likely it won't be me
                    who pays for it.
          
          COLIN nods, sweat on his lip.
          
                              COLIN
                    Why would you need to remind me of
                    that? I didn't know that would I
                    be any good at what I do? Trust
                    me, I know how to do this.
                              (MORE)
          
          
                                                            (CONTINUED)
          
                                                                 100.
          CONTINUED: (3)
                              COLIN (CONT'D)
                    It involves lying, and I'm pretty
                    fucking good at that, right?
          
                              COSTELLO
                        (looking at the screen)
                    Maybe it's because it's always been
                    so easy for me to get cunt that I
                    never understood jerking off in a
                    theatre.
          
          Costello gets up to go.
          
                              COSTELLO (CONT'D)
                    Who knows what's easy? Collie,
                    take care of business.
          
          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.
          
          INT. CINEMA BACK STAIRCASE AND ALLEY. NIGHT
          
          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
          
          EXT. A STREET OF CHINESE SHOPS. CONTINUOUS
          
          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.
          
          
                                                            (CONTINUED)
          
                                                                 101.
          CONTINUED:
          
          
          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.
          
                                 TEXT MESSAGE DETAIL
                       Make arrest.
          
          COLIN takes a right at the end of the street, into an alley.
          
          EXT. AROUND THE NEXT CORNER. MOMENTS LATER
          
          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.
          
          EXT. ANOTHER STREET. MOMENTS LATER
          
          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").
          
          EXT. CHINATOWN. MOMENTS LATER
          
          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.
          
          INT. CCTV ROOM. NIGHT
          
          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.
          
                                                                 102.
          
          
          
          EXT. MADOLYN'S CELLAR APARTMENT. NIGHT (RAINING)
          
          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
                    Your name's on the pill label. I
                    thought you weren't supposed to be
                    in the book, in case of obsessive
                    patients.
          
                              MADOLYN
                    How obsessive are you?
          
                               BILLY
                    Medium.
          
                              MADOLYN
                    Are you okay? Why are you here?
          
                              BILLY
                    I really liked our conversations.
                    I've been...regretting that we
                    didn't continue...our
                    conversations.
          
                              MADOLYN
                    I'm glad you want to see me...it's
                    nice to see you...I enjoyed
                    talking...I enjoyed having coffee
                    with you, very much...but I don't
                    see people...I don't see people in
                    my home.
          
          Billy gets soaked.
          
          INT. MADOLYN'S CELLAR APARTMENT. CONTINUOUS
          
          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.
          
                              BILLY
                    Thanks. If this is inappropriate...
                    I can leave.
          
          MADOLYN takes a moment to react.
          
          
                                                             (CONTINUED)
          
                                                                 103.
          CONTINUED:
          
          
                                  MADOLYN
                       No, it's, it's, it's not
                       inappropriate...you're not a
                       patient...
          
                                 BILLY
                       You moving in or out?
          
                                 MADOLYN
                       I still have three weeks on the
                       lease...
          
          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.
          
                                    MADOLYN (CONT'D)
                       That's me.
          
                                 BILLY
                       Yeah, I know.
          
          He hangs the picture on a nail.
          
                                 MADOLYN
                           (the kettle whistles OS)
                       Would you like a cup of tea?
          
          BILLY nods.
          
                                 BILLY
                       Yeah. Yeah I would. Thank you.
          
          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.
          
                                 MADOLYN
                       Do you want some...
          
                                  BILLY
                       Sugar?   No...
          
          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..
          
                                 MADOLYN
                       I've always needed my own place.
          
          
                                                            (CONTINUED)
          
                                                                 104.
          CONTINUED: (2)
          
          
                              BILLY
                    Hedging your bets?
          
                              MADOLYN
                    No. I'm not "hedging my best"...I
                    told you when we had
                    coffee...There's a choice. You
                    choose...you have to make a...
          
                                BILLY
                    Decision.
          
                              MADOLYN
                    ...decision...and stick by
                    what...you choose...you have to...
          
                              BILLY
                    Move in with your boyfriend?
          
                              MADOLYN
                    Yes. Stick by what you...otherwise
                    it's... I have to say that your
                    vulnerability is really freaking me
                    out right now. Is it real?
          
                              BILLY
                    Yeah, I think so.
          
          Tick...tick...tick.
          
                              BILLY (CONT'D)
                    You don't have cats.
          
                                MADOLYN
                    No.
          
                              BILLY
                    I like that. That's good.
          
          INT. CCTV ROOM. NIGHT
          
          Colin is still studying the blurry image of Billy.
          
          INT. MADOLYN'S BASEMENT APARTMENT. NIGHT
          
          In the tiny kitchen BILLY is kissing MADOLYN and unbuttoning
          her shirt. Her hands start to move to push him away. He
          continues.
          
                                                                 105.
          
          
          
          INT. CCTV ROOM. NIGHT
          
          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.
          
          EXT. CHARLES STREET. NIGHT
          
          Wet empty streets. The "gaslights" are on. About midnight.
          
          INT. CHARLES STREET BRASSERIE. NIGHT
          
          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.
          
                              COSTELLO
                    You got a girlfriend?
          
                                BILLY
                    No.   No.   What does that matter?
          
                              COSTELLO
                    Depends. I'm sure you know by now
                    there's an informer in my crew.
                    Cop. Staties or Boston Police
                    department, I'm not sure.
          
          He pours Billy some brandy. Then starts to draw a sketch.
          
                              BILLY
                    What about the FBI.
          
                              COSTELLO
                    It ain't. Trust me. The ex-wife,
                    an old friend or stupid...that's
                    what brings you down in this
                    business.
          
                              BILLY
                    Stupid...Well, that leaves me out.
          
                              COSTELLO
                    Past days, case like this...I
                    killed everybody who works for me.
          
                              BILLY
                    Better safe than sorry, I suppose.
          
          
                                                            (CONTINUED)
          
                                                                    106.
          CONTINUED:
          
          
                                 COSTELLO
                       On the other hand, back then, it
                       was only five...or six...and
                       French.
          
          But COSTELLO, maybe, is sorry.
          
                                 BILLY
                       I look around at your guys.
                       They're all murderers right? I
                       think "could I do murder?" And all
                       I can answer myself is, "what's the
                       difference".
          
                                 COSTELLO
                       Give em up to the Almighty.   Like
                       that.
          
                                 BILLY
                       Yeah, that's my point. You accuse
                       me once, I put up with it. You
                       accuse me twice, I quit. If you
                       make me fear for my life, I put a
                       fucking bullet in your head as if
                       you were anybody else.
          
          COSTELLO looks up. This is new: but he's impassive. And
          impressed.
          
                                 COSTELLO
                           (to Billy)
                       You got something you want to say
                       to me, William?
          
                                 BILLY
                       You're seventy fucking years old.
                       One of these guys is going to pop
                       you. As for running drugs, what the
                       fuck. You don't need the pain in
                       the ass, and they're going to catch
                       you. And you don't need the money.
          
          COSTELLO smiles, and continues with the sketch.    Later he
          will light up the paper.
          
                                 COSTELLO
                       I haven't needed "the money" since
                       I took Archie's milk money in the
                       third grade. Tell the truth, I
                       don't need pussy any more,but I
                       still like it.
                                 (MORE)
          
          
                                                              (CONTINUED)
          
                                                                  107.
          CONTINUED: (2)
                              COSTELLO (CONT'D)
                    Point I'm making...you see...I got
                    this rat...gnawing, cheese eating
                    fucking rat...questions come
                    up...questions...see, Bill, you're
                    the new guy...and the girlfriend.
                    Why don't you stay in the bar when
                    I get the numbers. Your numbers.
                    Everybody's numbers.
          
                               BILLY
                    Is there something you want to ask
                    me, Frank?
          
                              COSTELLO
                    Start with, you agree there is a
                    rat?
          
                              BILLY
                    You said there is one. I base most
                    of what I do on the idea that
                    you're pretty fucking good at what
                    you do.
          
                              COSTELLO
                    Sure, sure, all that aside...but
                    you Bill, what would you do?
          
          COSTELLO sketching.
          
                               BILLY
                    How many of these guys been with
                    you long enough to be disgruntled?
                    Who needs more money than you pay
                    them? You don't pay much, you know.
                    It's almost a feudal fuckin'
                    enterprise.
                        (COSTELLO nods, accepting
                         this)
                    The question is, who thinks that
                    they would do what you do better
                    than you?
          
                              COSTELLO
                    Only one that can do what I do is
                    me. You want to be me?
          
          BILLY stares over a precipice: he knows this as well.
          
                              BILLY
                    I probably could be you. I know
                    that much. But I don't want to be
                    you.
          
          
          
                                                            (CONTINUED)
          
                                                                 108.
          CONTINUED: (3)
          
          
                              COSTELLO
                    Heavy lies the crown...sort of
                    thing.
          
          FRENCH comes in from the kitchen.
          
                               MISTER FRENCH
                    Francis.
          
                              BARTENDER
                    We're out of here, Mister Costello.
                    You'll have to set the alarm.
          
                              COSTELLO
                        (eyes on Billy)
                    Thank you, Jimmy. See you tomorrow.
          
          ON SOUND the door closes and locks.
          
                              COSTELLO (CONT'D)
                    There's a boat coming in, up in
                    Gloucester. French will give you
                    all the details.
          
          COSTELLO leaves.
          
          INT. COSTELLO'S KITCHEN. DAY/INTERCUT: INT. COLIN'S OFFICE
          
          COSTELLO is on the phone. MISTER FRENCH is sitting on a
          stool, smoking. OPERA playing on sound.
          
                              COSTELLO
                    You heard nothing?
          
                               COLIN
                    No.
          
                              COSTELLO
                    Nothing about drugs. Nothing about
                    new guys, nothing about Gloucester?
          
                              COLIN
                    No, Frank, not a thing. And I
                    promise you I would have heard
                    about it.
          
          COSTELLO hangs up and turns to MISTER FRENCH.
          
                              COSTELLO
                    You're sure. No other departments,
                    no codes, like that...
          
          
          
                                                            (CONTINUED)
          
                                                                    109.
          CONTINUED:
          
          
                                  COLIN'S VOICE
                       Frank.   You can relax on this one.
          
                                 COSTELLO
                       Okay, Collie. I will.
          
          Costello hangs up and turns to Mr. French.
          
                                 COSTELLO (CONT'D)
                           (emotionally)
                       It ain't Bill. No way, he says.
                       Thank God for Billy.
          
          INT. POLICE HEADQUARTERS. DAY
          
          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.
          
                                    COLIN
                       Morning.
          
          He comes up to Queenan's door just as Dignam comes out.
          DIGNAM faces COLIN down.
          
                                    COLIN (CONT'D)
                       A problem?
          
                                 DIGNAM
                       Yeah, I run rat fucks like you.   I
                       don't like them.
          
                                 COLIN
                       The day you wouldn't take a
                       promotion, you let me know. And I
                       wouldn't even have a job if you did
                       yours.
          
                                 DIGNAM
                       Fuck yourself.
          
                                 COLIN
                       I need to know the identity of your
                       undercovers.
          
                                 DIGNAM
                       Blow me. Not literally, there's no
                       promotion in it for ya.
          
          He walks away.
          
          COLIN goes into Queenan's office.
          
                                                                 110.
          
          
          
          INT. QUEENAN'S OFFICE. MOMENTS LATER
          
          QUEENAN puts the cig into a cup of water, and throws it into
          the trash.
          
                              COLIN
                    Morning, Captain.
          
                              QUEENAN
                    Look who's here. The Queen of the
                    prom.
          
                              COLIN
                    They are not happy with me.
                    Especially Staff Sergeant Dignam.
          
                              QUEENAN
                    What do you expect? Everybody
                    knows you're assigned here to find
                    Costello's rat. They want to find
                    the leak as much as you do. What
                    they do not want is to be accused
                    of being the rat.
          
          COLIN sits uneasily.
          
                              COLIN
                    Fair enough. Well one of them has
                    to be dirty, We know that, right?
          
                              QUEENAN
                    Two days ago, my undercover guy in
                    Costello's organization----
          
                              COLIN
                    Who is that?
          
                              QUEENAN
                    Lots of luck. (Not a chance.) You
                    can go over my head, high as you
                    like. You still won't get an
                    answer.
          
                              COLIN
                    Fair enough.
          
                              QUEENAN
                    As I said, two days ago, my guy
                    nearly found out who Costello's rat
                    is. He lost him in the street.
          
          
          
          
                                                            (CONTINUED)
          
                                                                   111.
          CONTINUED:
          
          
                                  COLIN
                       Really?   Did he get a look at him?
          
                                  QUEENAN
                       ...No.
          
                                 COLIN
                       Nothing that could help us?
          
                                  QUEENAN
                       Nah.
          
                                 COLIN
                           (swallows)
                       (Too bad.) Any advice?   Generally?
          
                                 QUEENAN
                       Costello can't do (much) business
                       without coordinating with his
                       source...
                           (gestures out window)
                       Who is here. In SIU. Follow
                       Costello and you'll find his rat.
          
          COLIN realizes: Just follow Queenan and you'll find his rat.
          
                                 QUEENAN (CONT'D)
                           (turns away)
                       You're going to be looking at my
                       people. Going through their bank
                       statements, phone bills, medical
                       records. Don't expect them to get
                       you a coffee or invite you to their
                       houses. Let me get you a coffee.
          
          INT. COLIN'S OFFICE #2. DAY
          
          COLIN is sitting in his office alone, remembering what
          Queenan has just told him:
          
                                 QUEENAN (V.O.)
                       Follow Costello and you'll find his
                       informer.
          
          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.
          
                                                                   112.
          
          
          
          INT. COLIN'S OFFICE #2. LATER
          
          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.
          
                              VOICE ON PHONE (V.O.)
                    Internal Investigations.
          
                              COLIN
                    This is Sullivan. I need constant
                    surveillance on Captain Queenan,
                    starting right now.
          
          INT. COLIN AND MADOLYN'S NEW BEDROOM.   SAME NIGHT
          
          COLIN is lying in bed, his back to MADOLYN.
          
                              COLIN
                    If I wasn't with the Mass State
                    Police. If I did it full time,law
                    school, I'd be through in a year.
                    I'm thinking that. If I wasn't a
                    trooper.
          
                              MADOLYN
                    What's going on?
          
                              COLIN
                    Nothing. Nothing. There's nothing
                    going on. Just thinking.
          
                              MADOLYN
                    Okay, all right.
                        (thinking about it; blows
                         a breath)
                    And what about money?
          
                              COLIN
                    I got some money. Another
                    city...I'm thinking that.
          
          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.
          
                              MADOLYN
                    Another city? It'd be a clean
                    slate.
          
          
                                                               (CONTINUED)
          
                                                                 113.
          CONTINUED:
          
          
          COLIN is in hell.    He looks at her intensely.
          
                                 COLIN
                       I want you to know you don't gotta
                       stay. If we're not going to make
                       it, it's got to be you that gets
                       out. I'm not capable
                           (a beat)
                       I'm fuckin' Irish, so I'll deal
                       with something being wrong for the
                       rest of my life.
          
          Long pause.
          
                                 MADOLYN
                       Not a bad idea, another city.
          
          EXT. THE CHARLES STREET BRASSERIE. DAY
          
          FITZY and DELAHUNT are smoking on the sidewalk outside the
          restaurant.
          
                                 DELAHUNT
                       Of course I know how to spot a cop.
          
                                 FITZY
                       Oh yeah, how's that?
          
                                 DELAHUNT
                       If he's not paying attention to us,
                       he's a cop.
          
          THEIR POV:
          
          A MAN across the street is looking into the window of an
          antique shop.
          
                                 DELAHUNT (CONT'D)
                       See that guy over there, he's a
                       cop. He's not paying attention to
                       us. He's a cop.
          
                                 FITZY
                       Lot of fucking cops.
          
          A WOMAN walks by definitely ignoring both men, dragging a
          lapdog.
          
                                 FITZY (CONT'D)
                       What kind of dog is that?
          
          No response.
          
          
                                                             (CONTINUED)
          
                                                                   114.
          CONTINUED:
          
          
                                 FITZY (CONT'D)
                       She's a cop.
          
                                 DELAHUNT
                       She's probably the fucking Police
                       Commissioner.
          
          INT. CHARLES STREET BRASSERIE. CONTINUOUS
          
          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
                       You can get out of here.   This is
                       the crew for tonight.
          
                                 BILLY
                       I thought I was on for that.
          
                                  COSTELLO
                       I changed my mind. Take the night
                       off.
                            (to Bartender)
                       Jimmy, get the mop.
          
          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
                       Go out the back. Some guys answer
                       the questions right. Some don't.
          
          MISTER FRENCH goes towards the back of the restaurant,
          holding the big knife. BILLY closes his paper.
          
          EXT. THE CHARLES STREET BRASSERIE. MOMENTS LATER
          
          BILLY steps out, ignoring DELAHUNT and FITZY.
          
                                 DELAHUNT
                       You're a cop.
          
                                 BILLY
                       Huh?
          
          
          
          
                                                             (CONTINUED)
          
                                                                  115.
          CONTINUED:
          
          
                                 DELAHUNT
                       You're ignoring us. You're a cop.
                       We're guessing who cops are. Most
                       good looking women are cops.
          
                                 BILLY
                       Right. I'm going home. He's playing
                       with his new boys.
          
                                 DELAHUNT
                       See you later.
          
                                 BILLY
                       Later.
          
          BILLY walks down the street and heads into an alley.   Around
          the corner, he opens his phone.
          
                                  BILLY (CONT'D)
                       He's moving something with all new
                       guys. (A whole new crew.) I don't
                       want to tell you what or where. It
                       might be disinformation. It
                       probably is. Just keep following
                       him. I need to see you today.
                           (a beat...reacting to
                            Queenan, Billy continues)
                       No. Today.
          
          EXT. POLICE STATION/COLIN'S OFFICE. DAY
          
          A DETECTIVE (DETECTIVE 1) is leading the team to trail after
          Queenan. On foot. A plug in his ear. Two other DETECTIVES sit
          in a sedan nearby. (These three detectives are new guys,
          never seen before, the I.I. surveillance team working for
          Colin).
          
                                 DETECTIVE 1
                       Can I ask a question, Sergeant?
          
                                 COLIN
                       Yes, go ahead.
          
                                 DETECTIVE 2
                       Why the fuck are we following
                       Captain Queenan? To find out about
                       the good Catholic life?
          
          
          
          
                                                             (CONTINUED)
          
                                                                 116.
          CONTINUED:
          
          
                                 COLIN
                           (angrily)
                       I have to follow every lead,
                       however unlikely, however fucking
                       painful it might be to your
                       delicate fucking sensibilities.
          
                                 DETECTIVE 1
                       Who says I have delicate
                       sensibilities?
          
                                 COLIN
                       I have reason to believe that
                       Queenan is Costello's informer.
                       Follow him, and don't get made.
          
                                 DETECTIVE 1
                       Copy that, Sarge
          
          The detectives in the car get alert and start their car as
          QUEENAN comes out of the building.
          
                                 DETECTIVE 1 (CONT'D)
                       We got him.
          
                                 DETECTIVE 2
                       Sarge, we got the target.
          
          EXT. TREMONT STREET/FINANCIAL DISTRICT. DAY
          
          DETECTIVE 1 trails Captain Queenan through the crowds of
          people heading towards work.
          
          INT. PARK ST. SUBWAY STATION. MORNING
          
          QUEENAN begins to light a cigarette and then gives it up. A
          TRAIN comes in, and Queenan boards. DETECTIVE 1 boards the
          next car.
          
          INT. DETECTIVE 1'S SUBWAY CAR. MOMENTS LATER
          
          Looking through smeared glass into the next car as the train
          begins to move DETECTIVE 1 sees QUEENAN answer a cell call.
          
          INT. QUEENAN'S SUBWAY CAR. CONTINUOUS
          
          QUEENAN is on his cell.
          
                                 QUEENAN
                       Where are you now?
          
          
          
          
                                                            (CONTINUED)
          
                                                                   117.
          CONTINUED:
          
          
                                 BILLY
                       Look down the car.
          
          QUEENAN looks up mildly as the car rocks.
          
                                 BILLY (CONT'D)
                       Got me?
          
          QUEENAN'S POV:
          
          BILLY is slumped in a seat at the far end, not looking
          towards QUEENAN.
          
                                 BILLY (CONT'D)
                       Any reason you'd have a tail?
          
                                 QUEENAN
                       No...Of course not.
          
                                 BILLY
                           (on the verge of
                            hyperventilating)
                       I'm watching a guy...
          
                                 QUEENAN
                       I don't have a tail, Billy.
          
          Through the glass we see DETECTIVE 1 watching Queenan.
          
                                 BILLY
                       Okay. Get off at South Station. You
                       wait there for ten minutes. After I
                       leave I'll text message you the
                       address where we'll meet. I'll make
                       sure you don't have a tail.
          
                                 QUEENAN
                       South Station. Wait ten minutes.
          
          As the train stops BILLY vaults off of it. On the platform he
          walks along, texting.
          
          EXT. SOUTH STATION SUBWAY EXIT. LATE MORNING
          
          QUEENAN, mild in his specs, chewing gum with his dentures,
          comes out of the station, and looks at the TEXT MESSAGE on
          his phone.
          
                                                                    118.
          
          
          
          EXT. A STREET SOUTH OF FT. POINT CHANNEL. MOMENTS LATER
          
          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
                    He went into a building on the
                    waterfront. Address is 344 Wash...
          
          INT. THE LOBBY. MOMENTS LATER
          
          DETECTIVE 1 looks at the elevator-indicator, and the building
          directory.
          
                              DETECTIVE 1
                    He went to the top floor. It's
                    empty. No tenants.
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          COLIN, listening, playing with a COIN.
          
          EXT. COMMERCIAL BUILDING. MOMENTS LATER
          
          DETECTIVE 1 emerges from the building and joins other
          detectives in the car.
          
                              DETECTIVE 1
                    I don't know what we're doing here.
          
          INT. COLIN'S OFFICE #2/BRASSERIE. CONTINUOUS
          
          COLIN, after fumbling between cell phones, dials the correct
          one.
          
                               COLIN
                         (to COSTELLO)
                    I think I've got him. I think
                    Queenan is meeting with him right
                    now.
          
          EXT. CHARLES STREET BRASSERIE. MOMENTS LATER
          
          FITZY and DELAHUNT'S phones ring simultaneously.
          
                              DELAHUNT
                    Get the van. Get the boys.
          
                                                                 119.
          
          
          
          EXT. COMMERCIAL BUILDING ROOFTOP. CONTINUOUS
          
          BILLY is waiting on the roof as QUEENAN finally arrives.
          
                              QUEENAN
                    I assume these premises do not have
                    an anti-smoking ordinance. So,
                    what's going on?
          
                              BILLY
                    I told you, he's got dope coming
                    in, I don't know where. He's
                    getting spooky, Captain...
          
                              QUEENAN
                    What do you mean?
          
                              BILLY
                    He's crazy. I just saw the man.
                    He had blood all over him. I can't
                    get any more information for you.
                    I can't trust it. He's not
                    including his regular guys... I'm
                    telling you, he's gonna find out
                    who I am. He's gonna fuckin' kill
                    me, I know it.
          
                              QUEENAN
                    All right, all right. I hear you.
                    I'm sorry for you trouble. Look,
                    I'm not gonna jeopardize your
                    safety any longer. I'll get you
                    out. I can't do it overnight but
                    I'll do it. We can bust him for
                    what we have. At least I think we
                    can...I hope. You're out of there
                    ASAP.
          
          BILLY nods, and nods.
          
                               BILLY
                    Yeah?   What about the FBI?
          
                              QUEENAN
                    They're compromised.
          
                               BILLY
                    What?
          
                              QUEENAN
                    They're fucked, just like this
                    lighter.
          
          
                                                            (CONTINUED)
          
                                                                 120.
          CONTINUED:
          
          
          BILLY'S phone rings.
          
          INT. FITZY'S VAN. CONTINUOUS
          
          DELAHUNT is calling Billy from a van crowded with Costello's
          usual bad guys as it scorches through traffic.
          
                                 DELAHUNT
                       Billy, where the fuck are you? We
                       been trying to reach you. We found
                       the rat. Top man says we're gonna
                       take care of him. The address is
                       314 Washington Street. You got it?
                       All right. See you there.
          
          EXT. COMMERCIAL BUILDING ROOFTOP. CONTINUOUS
          
          BILLY listens in horror, staring at the oblivious QUEENAN.
          
                                 QUEENAN
                       What?
          
                                 BILLY
                       You were fucking followed.
          
                                 QUEENAN
                       By who?
          
                                 BILLY
                       Costello's people.
          
                                 QUEENAN
                       Impossible.
          
                                 BILLY
                       No. One of the cops he's got inside
                       tipped him.
          
          QUEENAN realizes that his enemy might be...
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          COLIN raises his eyes. Diabolical.
          
          EXT. COMMERCIAL BUILDING. MOMENTS LATER
          
          FITZY'S VAN stops outside the building. COSTELLO'S MEN get
          out of the van, and head into the lobby.
          
          INT. INTERNAL INVESTIGATIONS CAR. CONTINUOUS
          
          The DETECTIVES are watching.
          
          
                                                             (CONTINUED)
          
                                                                 121.
          CONTINUED:
          
          
                                 DETECTIVE 1
                       What the fuck is going on?
          
                                 DETECTIVE 2
                       Holy fucking shit. Looks like
                       Queenan's meeting with all of them.
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          COLIN listens.
          
                                 COLIN
                       Yes.
          
          INT. STAIRCASE. DAY
          
          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.
          
          INT. LOBBY ON THE TOP FLOOR. CONTINUOUS
          
          Billy is slamming elevator buttons. The indicator shows both
          elevators coming up.
          
                                 BILLY
                       They'll be on the elevators, too.
          
                                 QUEENAN
                       Take the back fire escape.
          
                                 BILLY
                       What'll you do?
          
                                 QUEENAN
                       I'll be fine. If you get made I
                       can't protect you. Go down the fire
                       escape. Now. That's an order. I'll
                       be fine.
          
          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.
          
          EXT. FIRE ESCAPE. MOMENTS LATER
          
          BILLY climbs out onto the fire escape at the back of the
          building and starts dropping down, fast.
          
                                                                 122.
          
          
          
          INT. THE TOP FLOOR LOBBY. DAY
          
          The elevator door opens, revealing DELAHUNT and BOYS. QUEENAN
          looks right as the door to the staircase opens revealing
          FITZY and boys.
          
                              QUEENAN
                    Can I help you gentlemen?
          
                              FITZY
                    I guess we've had enough of this
                    shit. Where's your boy?
          
          QUEENAN doesn't answer, and never will. He draws his gun and
          is tackled.
          
          EXT. BACK ALLEY, COMMERCIAL BUILDING. DAY
          
          BILLY drops off the fire escape and runs down the alley.
          
          EXT. COMMERCIAL BUILDING. MOMENTS LATER
          
          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.
          
          INT. INTERNAL INVESTIGATIONS CAR. CONTINUOUS
          
          DETECTIVE 1 screams into his headset.
          
                               DETECTIVE 1
                    Fuck!   Something came off the roof.
          
                              COLIN
                    What came off the roof? What do
                    you mean something came off the
                    roof? Go again with that
                    information.
          
          EXT. THE COMMERCIAL BUILDING. CONTINUOUS
          
          FITZY, DELAHUNT and boys come out. The crew has seen the
          UNMARKED COP CAR. FITZY grabs BILLY.
          
                              FITZY
                    You're fuckin' late. Where the
                    fuck were you? Get in the fuckin'
                    van.
          
          
          
          
                                                            (CONTINUED)
          
                                                                 123.
          CONTINUED:
          
          
                                 BILLY
                       What the fuck happened?    I came to
                       meet you.
          
          They start piling into a van.
          
          INT. THE INTERNAL INVESTIGATIONS CAR. CONTINUOUS
          
          DETECTIVE 2 is yelling both at his partner and into the mic.
          
                                 DETECTIVE 1
                       Stay in the fucking car. Stay in
                       the fucking car. This is a
                       surveillance unit.
                           (into mic to Colin)
                       Do I pursue.
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          COLIN is sitting very calmly.
          
                                 COLIN
                       No. Stay where you are. I need
                       some fucking information here.
                       What came off the building?
          
                                 DETECTIVE 1
                       I'm not sure.
          
          INT./EXT. INTERNAL INVESTIGATIONS CAR/ THE STREET. CONTINUOUS
          
                                 DETECTIVE 1
                       No pursuit. No pursuit.
          
                                    DETECTIVE 1 (CONT'D)
                       Fuck that.
          
          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.
          
                                 DETECTIVE 4
                       Thirty-two X to CP. Thirty-two X
                       to CP. We're being fired upon. I
                       repeat.
          
                                                                  124.
          
          
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          ON RADIO. "Officer down", etc. COLIN has never felt more
          guilty in his life.
          
                              DETECTIVE 4 (V.O.)
                    We have an officer down. An
                    officer has been shot. Request
                    immediate assistance.
          
          He switches off the light and sits in the dark as the
          afternoon gathers.
          
          INT. THE DEAD BAR. NIGHT
          
          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
                    And where the fuck were you?
          
                              BILLY
                    Boss told me to go home.
          
                              FITZY
                    Maybe he did and maybe he didn't.
                    At any rate you weren't fuckin'
                    home.
          
                              BILLY
                    I was in a fucking grocery store
                    with no signal. When I got a signal
                    I got the call. What the fuck do
                    you want. Was I there or was I not
                    there? Huh?
          
          FITZY walks away.
          
                              DELAHUNT (OS)
                    Billy. Billy
                        (Billy goes over to him)
          
                              BILLY
                        (re: his wounds)
                    Jesus Christ.
          
          
          
          
                                                            (CONTINUED)
          
                                                                 125.
          CONTINUED:
          
          
                                 DELAHUNT
                       Two days...two days ago the Boss
                       says to me, it's been ten years
                       already, and you've never done me
                       wrong. He asked me, if one of the
                       other guys is a rat, would I take
                       him out. I told him I would but I
                       don't know if I would. Now I know I
                       can't. I've done a lot of bad
                       things but I've never been a
                       murderer.
          
          BILLY realizes that DELAHUNT is dying.
          
                                 DELAHUNT (CONT'D)
                       Hey Billy, I don't want no one to
                       put me in a dumpster. Just don't
                       put me in a dumpster.
          
                                 BILLY
                       When you're dead it makes no
                       difference where they put you.
          
          BILLY lights him a cigarette.
          
                                 DELAHUNT
                       You know what I thought today?
          
                                 BILLY
                       What's that?
          
                                 DELAHUNT
                       Who didn't show up today is the
                       rat.
          
                                   BILLY
                       Yeah, so?
          
                                  DELAHUNT
                       You never been late in your life.
                       And when I called you... I made a
                       mistake. I gave you the wrong
                       address. But you showed up at the
                       right one.
          
          DELAHUNT grips his arm. BILLY is terrified.
          
                                 DELAHUNT (CONT'D)
                       Tell me why I didn't say anything.
                       Tell me why.
          
          
          
          
                                                             (CONTINUED)
          
                                                                 126.
          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.
          
                              FITZY
                        (drinking)
                    That cop was tough. We were
                    excessive with the cop.
          
          BILLY walks past the table.
          
                              BILLY
                    He's dead. I'm going home.
          
          BILLY leaves by the front door.
          
          INT. CONFERENCE ROOM. NIGHT
          
          All hands present. Dignam is in a black silent rage.
          
                              ELLERBY
                    Do you know why Queenan went to
                    that building?
          
                              COLIN
                    No.
          
                              DIGNAM
                    A better question is why your
                    fuckers were following him.
          
                              COLIN
                    I told Internal Investigations to
                    follow him.
          
                              DIGNAM
                    Why?
          
                              COLIN
                    That's internal Investigations
                    business.
          
          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 (CONT'D)
                    I have to investigate everybody and
                    anybody. I don't have to justify
                    anything. Nor does anyone have to
                    like it. I now have information...
                              (MORE)
          
                                                            (CONTINUED)
          
                                                                 127.
          CONTINUED:
                                 COLIN (CONT'D)
                       from a very good source...that
                       Queenan may have been killed by his
                       own undercover.
          
          COLIN is trying this on.
          
                                 DIGNAM
                       That's a fucking lie.
          
                                 COLIN
                       Captain Queenan and Staff Sergeant
                       Dignam here have information on
                       this undercover, and other
                       informants, in a locked file. I
                       need those files unlocked.
          
                                 DIGNAM
                       I don't have the password.   Why
                       don't you come down to the
                       garage...
          
                                 COLIN
                       That's a lie.
          
          DIGNAM hits COLIN in the face. COLIN goes down hard, into the
          crook of a file cabinet and the wall. Blood from his mouth.
          
                                 DIGNAM
                       No one calls me a liar. Especially
                       when I'm lying.
          
                                 ELLERBY
                       Everybody shut up.
                           (to BROWN)
                       Work with the tech guys to unlock
                       the files. Dignam. You take a leave
                       of absence.
          
                                 DIGNAM
                       Leave of what?
          
                                 ELLERBY
                       Queenan's dead. That makes me your
                       boss.
          
                                 DIGNAM
                       I'll hand in my papers first.
          
                                 COLIN
                       What?
          
          
          
          
                                                             (CONTINUED)
          
                                                                 128.
          CONTINUED: (2)
          
          
                              ELLERBY
                    Hey, world needs plenty of
                    bartenders. Two weeks with pay.
          
                                 DIGNAM
                    Good.
          
                              COLIN
                    I need those codes.
          
                              ELLERBY
                    No, you want those codes.
          
          EXT. MADOLYN'S OFFICE BUILDING. NIGHT
          
          When she comes out: BILLY is waiting.
          
                              BILLY
                    I tried to call you a few times.
          
                                 MADOLYN
                    I know.     (I know.).   I can't...
          
          He leans close to her.    She strokes his head.
          
                              MADOLYN (CONT'D)
                    I can't be a friend to you. I
                    can't. I'm sorry.
          
                              BILLY
                    It's okay, okay, I know.
          
          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
                    Now, when I hear Lucia, I can't
                    stop thinking about the cocaine
                    curtsy you did on that nigger
                    broad's face.
                        (the phone rings. Costello
                          answers:)
                    What?
          
          
          
          
                                                            (CONTINUED)
          
                                                                  129.
          CONTINUED:
          
          
                                 COLIN
                           (into phone)
                       Your shouldn't have killed Queenan.
          
                                 COSTELLO
                       One of us was going to have to die.
                       With me it tends to be the other
                       guy.
          
                                 COLIN
                           (agitated)
                       You're crazy, Frank. You killed the
                       guy who has all the information.
                       And Dignam's not in the office,
                       he's gone. He resigned.
          
                                 COSTELLO
                       I don't give a fuck about Dignam.
          
                                 COLIN
                       He's fucking gone. They took his
                       papers in. He's not talking. I
                       don't know where he is.
          
                                 COSTELLO
                       Don't get your balls in an uproar,
                       Collie. That Irish piss-ant won't
                       be a problem. He's so hot for me,
                       we give him a whiff of my ass,
                       he'll crawl right in it. Let's give
                       him a whiff.
          
                                 COLIN
                       I will.
          
                                 COSTELLO
                       Don't worry. I'll take care of it.
          
          COSTELLO turns to the GWEN.
          
                                 COSTELLO (CONT'D)
                       Sweetheart, you're giving me a hard-
                       on.
          
          He starts to dial the phone.
          
                                 GWEN
                       Are you sure it's me or all that
                       talk about whiffin' and crawlin' up
                       asses?
          
          
          
          
                                                              (CONTINUED)
          
                                                                   130.
          CONTINUED: (2)
          
          
                              COSTELLO
                    Hey, watch your fucking mouth.
          
                              GWEN
                    You watch it.
          
          She rises and as she crosses:
          
                              GWEN (CONT'D)
                    Let me straighten you out.
          
          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.
          
          INT. BILLY'S MOTHER'S APARTMENT KITCHEN. NIGHT
          
          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.
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          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.
          
                              COLIN
                    Yeah.
          
                              BILLY
                    You called this number on a dead
                    guy's phone. Who are you?
          
                              COLIN
                    So it is you. Thank God you're all
                    right. We were very worried.
          
          
          
                                                            (CONTINUED)
          
                                                                 131.
          CONTINUED:
          
          
                                 BILLY
                       Who are you?
          
                                 COLIN
                       You're talking to Sergeant
                       Sullivan. I'm taking over
                       Queenan's unit.
          
                                 BILLY
                       Let me talk to Dignam to confirm
                       it.
          
                                 COLIN
                       Staff Sgt. Dignam has... taken a
                       leave of absence. He's very upset.
                       We're all very upset. The best
                       thing would be for your to come in.
                       We need you to come in.
          
          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.
          
          INT. THE CHARLES STREET BRASSERIE. DAY
          
          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.
          
                                 NEWS ANCHOR
                       State Police have confirmed that
                       the body of the man found dead in
                       the Fenway marshes yesterday
                       afternoon is that of Timothy
                       Delahunt, an undercover policeman
                       for the City of Boston.. This was
                       the scene today.... If you have
                       any information about this murder,
                       you are urged to call the Boston
                       Police.
          
          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.
          
          
          
          
                                                             (CONTINUED)
          
                                                                  132.
          CONTINUED:
          
          
                                  FITZY
                       Fuck.   I can't believe it.
          
                                 MISTER FRENCH
                       Don't believe what?
          
                                 FITZY
                       I'm embarrassed. How the fuck did
                       they find him so fast? I spent all
                       fuckin' night out there, dragged
                       the poor bastard.... I must have
                       been there seven hours. In three
                       feet of mud. What the fuck is a
                       marsh? And who walks their dog in
                       a fuckin' marsh? In three feet of
                       water? I don't believe it. I
                       still don't believe he's a fuckin'
                       cop.
          
                                 COSTELLO
                       The cops are saying he's a cop so I
                       won't look for the cop.
                           (to FITZY)
                       Are you soft? The next time I tell
                       you to dump a body in the marshes,
                       put it in the fuckin' marshes, not
                       where some guy from John Hancock
                       goes every Thursday to get a
                       blowjob!
          
          He makes a move for the door.
          
                                  COSTELLO (CONT'D)
                       Proceed.
          
          They get up to leave, following him.
          
          EXT. SOUTHEAST EXPRESSWAY. NIGHT
          
          Two cars carrying Costello and his men are speeding down the
          highway. Behind them, two SIU CARS are trailing.
          
          INT. COLIN'S OFFICE #2/COSTELLO'S CAR. CONTINUOUS
          
          COLIN closes his door and punches in a number.
          
          IN COSTELLO'S CAR, his cell phone rings.
          
                                 COSTELLO
                       Jesus Christ.
          
          He answers it.
          
          
                                                              (CONTINUED)
          
                                                                  133.
          CONTINUED:
          
          
                                  COSTELLO (CONT'D)
                       What?
          
                                 COLIN
                       Don't go. You've got a tail. Two
                       cars. Not very subtle. They won't
                       be subtle from now on. That's what
                       I've been trying to tell you.
          
                                 COSTELLO
                       Get rid of them.
          
                                 COLIN
                       There's no need to go yourself,
                       Frank.
          
                                 COSTELLO
                       Get rid of the fuckin' tail!
          
          CLOSE on COLIN as what he has to do crystallizes.
          
                                  COLIN
                       I will.   All right.
          
          A cold look in his eye, Colin leaves his office and goes down
          the hall.
          
          IN THE CAR
          
          Costello remarks to French --
          
                                 COSTELLO
                       Tails. Fuckin' rats. This rat
                       shit is wearing me thin.
          
                                 FRENCH
                       Francis, they're all rats. Women
                       are rats... cunts...Yeah, we're
                       becoming a nation of rats.
          
          INT. SURVEILLANCE OFFICE. MOMENTS LATER
          
          BROWN is there. BARRIGAN. ELLERBY. Others.
          
                                 COLIN
                       Stop. Stop. Pull these guys off.
                       Tell your team to stop following
                       Costello. We don't need to surveil
                       him.
          
          COLIN stands in the door like a gunfighter. Everyone looks at
          him.
          
          
                                                              (CONTINUED)
          
                                                                 134.
          CONTINUED:
          
          
                                 ELLERBY
                       What the fuck are you talking
                       about?
          
                                 COLIN
                       I have it from an undercover:
                       Costello knows he's being followed.
                       Let our UC take him in.
          
                                 ELLERBY
                       What informant?
          
                                 COLIN
                       Queenan's guy. He called me when he
                       found out Queenan was dead. I'm
                       running him.
          
          Everyone is impressed.
          
                                  ELLERBY
                       No.   You give him to me.
          
                                 COLIN
                       No. But I can give you Costello's
                       destination.
          
                                 ELLERBY
                       You know where he's going?
          
                                 COLIN
                       Yes. And what he's about to do.
                       Call off the tail, and get Special
                       Ops. Get them on standby. We meet
                       him where he's going. Suit up.
                       We're gonna take this prick
                       tonight.
          
                                 BROWN
                           (to crew on the road)
                       All units fall back.
          
          Everyone moves at once.
          
          EXT. SOUTHEAST EXPRESSWAY. NIGHT
          
          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.
          
          
          
                                                             (CONTINUED)
          
                                                                  135.
          CONTINUED:
          
          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.
          
          INT. COMMAND VAN. NIGHT (MOVING)
          
          COLIN, in vest, observed by Brown, reads the message.
          
                                 COLIN
                       It's the heavy equipment warehouse
                       Costello owns on Sheffield. He must
                       have a container or a truck in
                       there.
                           (his big moment of
                            decision)
                       Go.
          
          EXT. PARKING GARAGE. NIGHT
          
          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.
          
          INT. COMMAND VAN. CONTINUOUS.
          
                                  COLIN
                           (into mic)
                       There's an exit on the other side.
                       Cover it. We'll take him when he
                       comes out.
          
          COLIN checks the load on his pistol.
          
          INT. AN UPPER FLOOR OF THE PARKING GARAGE. CONTINUOUS
          
          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.
          
                                  COSTELLO
                       Load it.
          
          BILLY, trying to save Costello...
          
                                 BILLY
                       How do you know you don't have a
                       tail?
          
          COSTELLO looks at him.
          
          
          
                                                             (CONTINUED)
          
                                                                 136.
          CONTINUED:
          
          
                                 COSTELLO
                       Were you in the fuckin' car?
          
                                 BILLY
                       What if they took one off and put
                       another one on, Frank?
          
                                 COSTELLO
                       Load.
          
          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.
          
                                 BILLY
                       Frank told me to check out the
                       back. You guys go ahead.
          
                                 FNG DENNIS
                       Watch your ass.
          
          Instead of getting into COSTELLO'S CAR on the other side of
          the container, he steps back into shadows as both cars leave.
          
          INT. COSTELLO'S CAR. NIGHT
          
          FOUR CARS with no headlights bracket the vehicles as soon as
          they come out of the garage. COSTELLO realizes that something
          has gone wrong.
          
                                 COSTELLO
                       Cocksucker.
          
          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).
          
          INT. PARKING GARAGE. NIGHT
          
          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.
          
          
                                                            (CONTINUED)
          
                                                                 137.
          CONTINUED:
          
          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.
          
                                 COLIN
                       You're an FBI informant.
          
          COSTELLO comes out of the shadows.
          
                                 COSTELLO
                       Jesus Colin, grow up. Course I'm
                       talking to the FBI.
          
                                 COLIN
                       Do they know who I am?
          
          COSTELLO says nothing for a moment.
          
                                 COSTELLO
                       I never gave up anybody who wasn't
                       goin' down anyway.
          
          COLIN instantly raises the pistol to shoot him.
          
                                 COLIN
                       Did you give me up?
          
          COLIN'S PISTOL wavers.
          
                                 COSTELLO
                       Nobody knows nothin'.
          
          COLIN shakes his head and cocks the gun.
          
                                 COLIN
                       Frank, Frank, do they know about
                       me?
          
                                 COSTELLO
                       I know you, Colin. You know I'd
                       never give you up. You're like...
          
                                 COLIN
                       A son...to you? Is that what it is
                       about, all that murderin' and
                       fuckin' and no sons? What are you,
                       shooting blanks?
          
          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)
          
                                                                    138.
          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 (CONT'D)
                    I got Costello! I got Costello
                    here!
          
          INT. POLICE HQ/CONFERENCE ROOM - NIGHT
          
          Colin is debriefed concerning the shooting of Costello.
          [Dialog separate document].
          
          INT. BULLPEN AREA. DAY
          
          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.
          
                              COLIN
                        (to crowd)
                    It's not any reason for, ah...
          
          QUEENAN'S SECRETARY brings him some wine.
          
                                 COLIN (CONT'D)
                    Thank you.
          
                              QUEENAN'S SECRETARY
                    No, thank you.
          
          He takes a glass of wine. Then guiltily, almost in tears, he
          drinks. BROWN jerks a thumb towards Colin's office #2.
          
                              BROWN
                    He's waited a long time for you.
                        (COLIN looks up and sees
                         BILLY)
                    How'd you get him without the
                    files?
          
                              COLIN
                    Caller ID. On Queenan's phone. You
                    know that guy?
          
          
          
                                                            (CONTINUED)
          
                                                                 139.
          CONTINUED:
          
          
                                 BROWN
                       Yeah, we were classmates together.
          
                                 COLIN
                       I'm gonna go talk to him.
          
          COLIN goes off.
          
          INT. COLIN'S OFFICE #2. NIGHT
          
          In Colin's office BILLY sits with his ankle on his knee. He
          looks very tired, dirty. Wearing a VISITOR badge.
          
                                 COLIN
                       Good to see you Trooper.
          
                                  BILLY
                       Yeah.   "Trooper".
          
                                 COLIN
                       Colin Sullivan. We spoke on the
                       phone. How long have you been
                       undercover?
          
                                    BILLY
                       Long time.     Long fuckin' time.
          
                                 COLIN
                       I can't begin to tell you what a
                       debt we owe you. I want you to
                       know I'll be recommending you for
                       the Medal of Merit.
          
                                 BILL
                       Medal of Merit. Oh, yeah. That's
                       kinda like a gold star around here,
                       right?
          
                                 COLIN
                       It's the highest honor we got.
          
                                 BILLY
                       I just want my identity back.
          
                                 COLIN
                       You want to be a cop again?
          
                                 BILLY
                       No, being a cop's not an identity.
                       I want my identity back.
          
          COLIN takes it.
          
          
                                                             (CONTINUED)
          
                                                                 140.
          CONTINUED:
          
          
                                 BILLY (CONT'D)
                       You'll have to excuse me. My only
                       contact has been with a police
                       shrink.
          
                                 COLIN
                           (throat clicks)
                       A police shrink.
                           (instead of asking the
                            obvious)
                       Was that... helpful for you?
          
                                 BILLY
                       What are you gonna do about the rat
                       in this building?
          
                                 COLIN
                       I'm gonna find him. Don't you
                       worry about that. You got
                       anything? Did Frank, ah, say
                       anything...
          
                                 BILLY
                       I'm all done being a cop. I just
                       want to get my money and go home.
          
                                 COLIN
                       Fair enough. You've given a lot.
                       I can get you your file. I just
                       need your password.
          
                                 BILLY
                       The password's my name, William
                       Costigan, Jr. They gave it to me
                       in case something happened to them
                       and I had to explain myself to
                       someone like you.
          
          He writes it.    Colin takes the paper and hides his
          astonishment.
          
                                 COLIN
                       All right, Bill. Just give me a
                       minute. I'm gonna go in the other
                       room. This computer's gone blooey
                       on me.
          
          Billy nods.    He goes.
          
                                                                 141.
          
          
          
          INT. COMPUTER ROOM. NIGHT
          
          COLIN accesses the personal database, enters the password.
          Billy's confidential file opens up. Every fact about the man.
          Photos.
          
          INT. COLIN'S OFFICE #2. CONTINUOUS
          
          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.
          
          INT. COMPUTER ROOM. CONTINUOUS
          
          COLIN is reviewing it Billy's file. Outside the glass wall we
          see BILLY, staring at COLIN's back...and then moving on.
          
          INT. COLIN'S OFFICE #2. LATER
          
          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.
          
          EXT. POLICE BUILDING. NIGHT
          
          BILLY exits the police building and moves across the plaza.
          
          INT. HALLWAY OUTSIDE MADOLYN'S OFFICE - DAY
          
          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...
          
                              BILLY
                    I know. I'm not here to...I'm not
                    here for that. I've got something
                    to...to give to you...something I
                    need you to keep. For me.
          
                              MADOLYN
                    What is it?
          
          
          
          
                                                            (CONTINUED)
          
                                                                          142.
          CONTINUED:
          
          
                                 BILLY
                           (stopping her from
                            speaking)
                       I need you to be my friend here and
                       not ask any questions. That's for
                       you to hold.
          
          He gives her a manila envelope.
          
                                 BILLY (CONT'D)
                       Only you. Open this if I'm dead or
                       if I call you and tell you to open
                       it. Please do exactly what it
                       says. Exactly what it says,
                       please.
          
          Madolyn is a friend. She's not going to ask questions.           She
          accepts the envelope.
          
                                    MADOLYN
                       All right.
          
                                 BILLY
                       I'm sorry to show up here like
                       this. There was no one else I
                       could give it to. I'm sorry.
                       There was no one else.
          
          He backs away, and then turns to go.
          
                                 MADOLYN
                       I...we...
                           (he turns)
                       I've, it's, been so confused... I
                       just want to say...
          
          He turns and looks at her.          She doesn't speak: can't.
          
                                 BILLY
                       Whatever you have to say, really
                       think about it, and if you still
                       want to tell me, tell me in two
                       weeks, all right?
          
          She moves her head slightly, watches him go.
          
          INT. MADOLYN'S OFFICE. MOMENTS LATER.
          
          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.
          
          
                                                                    (CONTINUED)
          
                                                                 143.
          CONTINUED:
          
          
          We DISSOLVE to a SONOGRAM.
          
          INT. COLIN'S APARTMENT. MORNING
          
          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.
          
                                 COLIN
                       I was dreaming...
          
                                 MADOLYN
                       What?
          
                                 COLIN
                       I was dreaming I was dead.
          
                                 MADOLYN
                       Death is hard. Life is much
                       easier.
          
          Referring to the envelope
          
                                 COLIN
                       What's this?
          
                                 MADOLYN
                       Open it
          
          He does.
          
                                 COLIN
                       Really?
          
                                 MADOLYN
                       Yeah.
          
                                 COLIN
                       Really?
          
                                 MADOLYN
                       Yeah.
          
                                 COLIN
                       You're joking...
          
                                 MADOLYN
                       It's not a joke, it's a human
                       being.
          
          Colin belatedly thinks of what a human being might do in
          these circumstances and kisses her.
          
          
                                                            (CONTINUED)
          
                                                                     144.
          CONTINUED:
          
          
          INT COLIN'S APARTMENT - LATER
          
          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.
          
                                 COLIN
                       What?
          
          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 (CONT'D)
                       Your guys shouldn't have done that.
          
                                 COSTELLO
                       One of us was going to have to die.
                       It tends to be the other guy.
          
          COLIN stares at her and we ought to think murder is a
          possibility.
          
                                 COLIN
                       I'm now in charge of everything
                       here. Including Queenan's
                       informers. Theoretically. I can't
                       unlock the files until after the
                       brass squeezes Dignam. If the brass
                       squeezes Dignam.
          
          
          
          
                                                                (CONTINUED)
          
                                                                    145.
          CONTINUED: (2)
          
          
                              COSTELLO
                    So Dignam's the only one with the
                    keys to the kingdom.
          
                              COLIN
                    He's fucking resigning. He put his
                    papers in. He's not talking.
          
                              COSTELLO
                    Give me his location. Tonight.
          
          COLIN and MADOLYN stare at each other.
          
                              MADOLYN
                    I thought I was the liar.
          
                              COLIN
                    I can explain.
          
          She goes into the bedroom. COLIN'S PHONE RINGS. He answers
          it.
          
          EXT. COMMERCIAL BUILDING ROOFTOP. DAY
          
          BILLY is walking, on the phone, happy, and twisting the
          knife.
          
                              BILLY
                    Costello recorded everything. He
                    put all the tapes in a little box
                    and kept them with his lawyer. That
                    was his insurance. His lawyer came
                    to me. Costello trusted me the
                    most. Imagine that you rat fuck.
                    Sound quality good enough? I was a
                    little worried.
          
          INT. MADOLYN AND COLIN'S APARMENT. CONTINUOUS
          
          COLIN closes a door to speak privately.
          
                              COLIN
                    What do you want?
          
                               BILLY
                    I want my identity, you two-faced
                    rat prick.
          
                              COLIN
                    Where are you?
          
          
          
          
                                                            (CONTINUED)
          
                                                                    146.
          CONTINUED:
          
          
                                 BILLY
                       Three o'clock. Where Queenan died.
                       You keep your cell on.
          
          COLIN goes to the bedroom door and tries it. Locked. He
          knocks. No answer.
          
                                  COLIN
                       Did we not talk about this?   This
                       is my job.
          
          It's over. He starts to punch the door, and then does not.
          
          EXT. COMMERCIAL BUILDING. DAY
          
          COLIN comes along and walks into the lobby. He is not looking
          for a tail...
          
          EXT. COMMERCIAL BUILDING ROOFTOP. DAY
          
          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
                       Get your hands up.   Hands.   Hands.
          
                                 COLIN
                       Put the fuckin' gun down.
          
          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).
          
                                 COLIN (CONT'D)
                       I came here to talk some fucking
                       sense to you. You get a hold of
                       yourself and put down the fuckin'
                       firearm and act professional and I
                       can get you your money.
          
                                 BILLY
                           (turning him around)
                       What did you say?
          
                                 COLIN
                       I can get you your...
          
          
          
          
                                                              (CONTINUED)
          
                                                                 147.
          CONTINUED:
          
          
          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.
          
                                 COLIN (CONT'D)
                           (spitting teeth)
                       Fuck, shit...
          
                                 BILLY
                           (going for Colin's cuffs)
                       You didn't come here to talk, you
                       fuckin' maggot, you came here to
                       get arrested.
          
                                 COLIN
                       Arrested? Arrested for what.
                           (as BILLY cuffs him)
                       So you got tapes of what? Costello
                       was my informant. I was his rat?
                       Fuck you. Prove it. I say he was
                       my informant.
          
                                 BILLY
                       Get up and shut your fuckin' mouth.
          
                                 COLIN
                       What is this, a citizen's arrest?
                       Blow me, prick. Only one of us is
                       a cop, here, Bill. Nobody knows who
                       you are. Nobody knows who you are.
          
                                 BILLY
                       Would you shut the fuck up.
          
                                 COLIN
                       I'm a sergeant in the Mass. State
                       Police. Who the fuck are you?
                       Nobody. I ERASED YOU.
          
          BILLY puts the gun to Colin's head.
          
                                 BILLY
                       You erased me?
          
                                 COLIN
                       Go ahead. Shoot a cop, Einstein.
                       See what happens.
          
                                 BILLY
                       What would happen is the bullet
                       would go right through your fuckin'
                       head.
          
          
                                                             (CONTINUED)
          
                                                                 148.
          CONTINUED: (2)
          
          
                              COLIN
                    Watch what happens.
          
                              BILLY
                    What, you think you're gonna get
                    the parade? The bagpipes and
                    bullshit? Fuck you.
                        (safeties the gun)
                    I'm arresting you.
          
                              COLIN
                    That's the stupidest thing you
                    could do.
          
                               BILLY
                    Shut up, shut up, shut the fuck up.
                         (hits him)
                    I don't give a fuck if these
                    charges don't stick.
                         (whaling him in the beats)
                    But I'm still fucking arresting
                    you.
          
          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 (CONT'D)
                    [You are what you do.] Get up.
                        (COLIN doesn't move.)
                    I said get the fuck up.
          
          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.
          
                              BROWN
                    Put down the weapon and step away
                    from Sergeant Sullivan.
          
          BILLY drags COLIN to his feet and using Colin as a shield
          aims the pistol at: BROWN. Brown is aiming his weapon.
          
                              BILLY
                    I called you. You specifically.
                    You know who I am. I'm not gonna
                    shoot. I told you to meet me
                    downstairs.
          
                               COLIN
                    Help me.
          
          
          
                                                            (CONTINUED)
          
                                                                  149.
          CONTINUED: (3)
          
          
          Billy realizes he's in a truly shitty situation:   appearances
          are everything.
          
                              BROWN
                    Put the weapon on the deck and step
                    away from Sergeant Sullivan.
          
                              COLIN
                        (a mess, bloody-mouthed)
                    Shoot the fuckin' prick.
          
                              BILLY
                        (desperqte)
                    Where's Dignam? I told you to bring
                    Dignam!
          
                              COLIN
                    Shoot the motherfucker!
          
                              BROWN
                    Put the weapon on the ground and
                    we'll discuss it.
          
                              BILLY
                    He was Costello's rat. I got
                    evidence. Tapes. Other documents.
          
                              BROWN
                    Maybe you do, but right now I need
                    you to drop the weapon.
          
                              BILLY
                    I told you I've got the evidence
                    cold linking this prick to
                    Costello...
                        (BROWN wavers)
                    You fuckin' know who I am. I'm
                    taking him downstairs now.
          
          BROWN, weapon ready, follows into the elevator lobby.
          
          INT. ELEVATOR LOBBY/ELEVATOR. DAY
          
          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.
          
                              COLIN
                    I can't wait for you to try to
                    explain this to a Suffolk County
                    grand jury. This is gonna be fun.
          
          
                                                             (CONTINUED)
          
                                                                   150.
          CONTINUED:
          
          
          The indicator ticks. Down, down, down. Colin sobs.
          
                                 COLIN (CONT'D)
                       Just fucking kill me.
          
                                 BILLY
                       I am killing you.
          
          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.
          
                                 BROWN
                           (holstering his gun)
                       Shit...
          
          BARRIGAN raises BILLY'S GUN and shoots BROWN in the head.
          COLIN stares at him.
          
                                 BARRIGAN
                       Did you think you were the only one
                       he had? Costello was going to sell
                       us to the FBI. It's you and me now.
                       We have to take care of each other.
                       You understand?
          
                                 COLIN
                       All right. Give me that.
          
          BARRIGAN casually hands COLIN BILLY'S GUN. COLIN presses the
          gun against BARRIGAN's forehead and fires.
          
          EXT. THE COMMERCIAL BUILDING. DAY
          
          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.
          
          INT. POLICE HQ/CONFERENCE ROOM - NOT MUCH LATER
          
          
          
          
                                                               (CONTINUED)
          
                                                                  151.
          CONTINUED:
          
          
          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
                       At that time, Trooper Barrigan, who
                       I now understand to have been
                       Francis Costello's informer in SIU,
                       intercepted us in the lobby and
                       shot Trooper William Costigan once
                       in the head.
                           (drinks water)
                       At that time Barrigan retrieved
                       Trooper Costigan's undercover
                       weapon and shot Trooper Brown as he
                       was approaching our location. I
                       attempted to subdue Trooper
                       Barrigan and in the ensuing
                       struggle was struck several times
                       with the Walther pistol. I was
                       able to wrestle the weapon away, at
                       which time Barrigan drew his own
                       weapon and took aim at me. I was
                       able to get off a single shot,
                       striking Barrigan in the head. I
                       then checked for vital signs of
                       Troopers Brown and Costigan and
                       discovered that they had expired.
          
          COLIN looks up, eyes clear, perfectly believable.   As we
          transition to the FUNERAL...bagpipes coming up.
          
                                 COLIN (CONT'D)
                       I'd like to go on record that I am
                       recommending Trooper William
                       Costigan for the Medal of Merit.
          
          ON SOUND
          
          BAGPIPES (Something like"Cross of Fire") as we DISSOLVE TO:
          
          EXT. CEMETERY. DAY
          
          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.
          
          
          
          
                                                              (CONTINUED)
          
                                                                 152.
          CONTINUED:
          
          
          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.
          
                                 COLIN
                       What about the baby?
          
          She moves away from him without answering. MADOLYN walks out
          through the cemetery gates. COLIN hesitates.
          
          INT. THE STAIRWAY OF COLIN'S APARTMENT. EVENING
          
          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.
          
                                   COLIN
                             (accepting it, sort of,
                              but only in a COLIN way)
                       OK.
          
          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.