A 1996 legal drama film written, produced, and directed by Barry Levinson, and based on Lorenzo Carcaterra's 1995 novel of the same name.

Lorenzo "Shakes" Carcaterra (Joseph Perrino), Thomas "Tommy" Marcano (Jonathan Tucker), Michael Sullivan (Brad Renfro), and John Reilly (Geoffrey Wigdor) are four childhood friends who grew up in Hell's Kitchen, New York City in the mid-1960s. During this time, the local priest, Father Bobby Carillo (Robert De Niro), plays a very important part in their lives and keeps an eye on them. However, early on they start running small errands for a local gangster, King Benny (Vittorio Gassman).

On a summer day in 1967, their lives take a sharp turn when they nearly kill a man after pulling a prank on a hot dog vendor. As punishment, they are all sentenced to serve a year to 18 months at the Wilkinson Home for Boys in Upstate New York. There, the boys are systematically beaten, abused, and raped by guards Sean Nokes (Kevin Bacon), Henry Addison (Jeffrey Donovan), Ralph Ferguson (Terry Kinney) and Adam Styler (Lennie Loftin). These traumatic events change the boys and their friendship forever.

Fourteen years later, John (Ron Eldard) and Tommy (Billy Crudup), now gangsters, find Sean Nokes in a Hell's Kitchen pub. After reintroducing themselves to Nokes, they both shoot him dead in front of 4 witnesses. Michael (Brad Pitt), now an assistant District Attorney, arranges to be assigned to the case as the prosecution attorney, secretly intending to botch the prosecution to use it as a means of getting revenge. Moreover, he and Shakes (Jason Patric), who now works for a newspaper, begin forging a plan to get their revenge on all the guards who abused them. Together with many of their lifelong friends, especially Carol (Minnie Driver), a social worker, and King Benny, they manage to carry out their revenge using information on all the Wilkinson guards previously compiled by Michael. They hire Danny Snyder (Dustin Hoffman), a washed-up, alcoholic lawyer, to defend John and Tommy to make it seem as if the case is hopeless, allowing them to carry out their plan without being watched.