Warning:

By Terry McCarthy/Santee

After Andy Williams, 15, was arrested for opening fire on his classmates in Santee, Calif., last week, his mother Linda Williams wept before a TV crew and said, "He's lost. His future's gone." No grownup in his life seems to have been looking out for that future before the shooting. Charles Andrew Williams had been a lost boy for some time--hopelessly adrift in a dysfunctional, anonymous suburban landscape, craving acceptance but too often meeting rejection instead.

His schoolmates bullied him. His mother rarely saw him. His father neglected him. Even his friends taunted him--and may well have goaded him into his shooting rampage. A Williams associate told TIME that more than two months before the attack, one of the boy's closest friends boasted that Williams had taken one of his father's guns and hidden it in bushes behind a park they frequented. The weekend before, when Williams began saying that he was going to "pull a Columbine" on Santana High, two of his friends called him a "pussy" and dared him to do it.

Others were sufficiently concerned to pat down his clothing in search of a gun on Monday morning before he entered the school. But nobody said anything to the school authorities. At 9:20 a.m. on Monday, Williams took out a .22 revolver--secreted either in his trousers or in his yellow backpack--in the boys' bathroom of the school and started firing, first into the room and then into an adjacent courtyard. Many students initially thought it was fireworks and moved toward the popping sounds until they saw others falling wounded to the ground.

San Diego County sheriff's deputies, who responded rapidly to the first emergency calls, cornered Williams in the bathroom. He handed over his weapon, which had been reloaded and was cocked to fire again. Six minutes of shooting and 30 rounds left Bryan Zuckor, 14, and Randy Gordon, 17, fatally wounded and 13 others hit. It was the worst school shooting in the U.S. since the Columbine massacre two years ago.

As the town of Santee buried the two dead children last weekend, parents, teachers and counselors were struggling to understand what had turned the baby-faced Williams into a stoned, smirking gunman who had changed their life forever. Doctors said all 13 wounded victims were set to make full recoveries. But slowly Santee started to learn things about itself that it didn't like to hear--that despite street names such as Peaceful Court and Carefree Drive, it was far from the idyllic, pacific suburb that many of the adults in Santee imagined. "There's a lot of hate around here," says Gentry Robler, 16, a sophomore at Santana High. He reels off the high school cliques: the gothics, the freaks, the dorks, the jocks, the Mexican gangsters, the white supremacists. "This is a school that was waiting for something like this to happen." But who would have guessed that it would be the skinny, jug-eared, timid freshman wearing a silver necklace with the name MOUSE on it who would make this happen?

Williams came to California less than two years ago from a town in rural Maryland. After a spell in the town of Twentynine Palms, his dad got a job as a lab technician for the Naval Medical Center in San Diego, and the two moved to Santee (pop. 58,000). Williams was instantly picked on by the bigger, more streetwise kids there. Laura Kennamer, a friend of Andy's, saw kids burning their lighters and then pressing the hot metal against his neck. "They'd walk up to him and sock him in the face for no reason," she says. "He wouldn't do anything about it." Jennifer Chandler, a freshman, saw the same pattern of torment: "Kids were mean to him. He'd slack it off. Like he kept it all inside."

Things weren't great at home either. Williams' parents had divorced when he was 5, and he rarely saw his mother after that. Several friends said he would automatically call their mothers Mom. Williams lived with his father Charles Jeffrey in a dank stucco apartment house about one mile from the high school. Adrianna Aceven, a fellow freshman and one of the few friends whom Williams invited back to his apartment, said the father was distant, disappearing to work on his computer when the kids walked in. On weekends the senior Williams is said to have stretched out on the floor, sipping beer and watching the sports channels. "I never saw Andy go anywhere with his dad," says Shaun Turk, 15. "Andy would call him and say it's raining and beg him to give him a ride home. But you could hear his dad yelling into the phone, 'Get your ass home!'"

So Williams sought out another place to belong. He ended up with a band of dope-smoking skateboarders who hang around Woodglen Vista Park, a short walk from the school. "When I first met Andy he was, like, a good Christian boy from Maryland," says Aceven. "But he started hanging with a different crowd, getting into trouble, ditching school, acting different." Aceven called Andy's new friends the Grommits, a term that eludes meaning even for her. The kids would sit at the tables behind the park toilets, smoking marijuana and drinking tequila they would shoplift from the Albertson's supermarket opposite the school. One of the tables has a graffito of a marijuana leaf.

Williams fell into a troubled teenage world, where Columbine has become a legend, where getting stoned on superstrong weed like "bubblegum chronic" is for some a daily deed and where ditching school to rub shoulders with the Aryan Brothers gang in the skate park is an unexceptional life choice. The scene at the public housing complex next to the park, another hangout, is dissolute. Single parents fill ashtrays the size of dinner plates with cigarette butts, indifferent or oblivious to a preteen daughter sharing with a reporter her tales of hallucinogen abuse or a 15-year-old son boasting of his near-death experience from alcohol poisoning. At night drug-crazed kids run rampant around the buildings, screaming and banging on windows like demented Valkyries. The city ran out of money before Christmas to pay for security guards for the apartment blocks, and the cops are so weary of the complex that residents claim that sometimes they don't even respond to emergency calls.

It was there that Williams met and befriended Josh Stevens, who lives there with his mother Karen and her boyfriend Chris Reynolds, 29. Williams and Stevens soon became inseparable, with Stevens always in the lead. "Andy was a follower," says Dawn Hemming, 32, a hairdresser who is the aunt of one of Williams' close friends. "Josh could manipulate Andy because Andy wanted to be In."

And he was In with that crowd, to some extent. Andy dated girls and had a week-long relationship with Ashlee Allsopp, 12, who scrawled I LOVE ANDY on her sneakers. She came to the park to see him. "We would just sit there and smoke weed. Bong loads, pipes, joints, you name it--he smoked it."

Williams continued to be picked on, sometimes even by his newfound friends. "I made fun of him--I regret it now," says John Fields, who said he left Santana High earlier in the school year for frequent truancy and is part of the skate-park group. As recently as the Thursday before the killings, Kathleen Seek, 15, a former girlfriend of Williams' back in Maryland, received an instant message from him saying he didn't want to go to school that day for fear of being bullied. But few of Williams' friends ever really understood what was going on inside the youngster's tormented mind. "Andy didn't speak about his problems. He kept them all in. Maybe a fuse finally blew," says Analisha Welbaum, a 14-year-old freshman.

Stevens, however, thinks he knows what finally unleashed Andy. "He was pushed to the edge," he says. "Listen to In the End, track eight on Linkin Park's CD. That was the song that inspired Andy." The metal hip-hop hybrid screams alienated angst: "In spite of the way you were mocking me/ Acting like I was part of your property/ Remembering all the times you fought with me/ I'm surprised it got so far..."

Williams apparently wanted the taunting to go no further. He told Stevens of his plan to take one of his father's guns from a locked cabinet inside the apartment. "Andy took the key off the chain when his dad was sleeping," says Stevens. It's unclear whether Williams' father noticed the theft of the gun--a rare, German-made Arminius .22-cal. long-barrel revolver with an eight-shot capacity. But after the shooting, police retrieved seven other guns from the cabinet, which they said was properly locked.

For young Williams, it seems, talking about the plot to his friends was a big part of carrying it out. People at least took notice of him. Three weeks ago, Hemming heard that Williams and Stevens were planning to shoot up the school. "Two days later," she says, "I confronted Josh. I said what the hell are you and Andy planning? I said this is serious shit. He said they were just kidding. I said, 'You have to tell someone.' He said, 'I'm going to tell my mother's boyfriend [Reynolds], and he is going to have a talk with Andy.'" Hemming, who called the police after the shooting to tell this story, says she now regrets leaving the matter in the hands of Chris Reynolds. "I thought, well, he's a role model; he's a male." Thinking back on it now, she realizes, "Chris was a buddy."

Reynolds is not a popular figure among the adults at the apartment complex. In an environment where many of the teens desperately need a father figure, Reynolds instead plays the role of older brother, horsing around with the credulous younger boys. He took Williams and Stevens paintball shooting--friends said they called themselves the Terror Squad and went downtown in San Diego to aim at drunks, though Reynolds said they only looked for paper targets. Still, he concedes, "Sure, sometimes I don't always give them the best advice."

On the Saturday before the shootings, Williams, Stevens and some other friends were hanging out at Stevens' apartment. Williams had been silent earlier in the evening, as the boys sat around a small bonfire in another friend's driveway. "He was in his own little world, staring off into space," says Stevens. Later, though, he opened up about his Columbine plan. Reynolds later caught wind of the conversation: "They were in the living room all Saturday night. I heard he was going to go to school and start shooting people. I had the smallest little details. I asked him if it was true, and he said no, he was just joking around."

Stevens and Williams had also discussed stealing one of their parents' cars and driving down to the border to find a new life in Mexico. Others started goading Williams. "They talked him into it," says Stevens. "Two people said, 'Oh, yeah, just like you're running away to Mexico. You're a pussy. You won't do it.' But they were trying to get him to."

On Monday morning, Williams smoked a joint with some friends at an apartment complex on Carefree Drive. Then he hung out with Shaun Turk, John Fields and Mike Wolfe outside "the Jack"--the Jack in the Box fast-food restaurant across from the school. The only unusual thing was that Williams told them, "I got to leave when it is 9:06." Says Turk: "We usually never leave the Jack until 9:15." Analisha Welbaum saw Williams there on her way to class and said he was "really calm; he wasn't shaking; he wasn't stuttering." Minutes later, she was walking across the school courtyard when she heard gunshots. "I looked down the hallway and saw him--he was about 100 feet away--and he turned and looked me in the eye. Then he turned around and shot some others."

Last week police were saying little about their investigation into what Williams' friends and associates knew or did not know in advance about the shooting. They have questioned many who knew Williams, including Stevens and Reynolds. Reynolds says, "It's being reported I am the one to blame for this. I can blame myself. But other people knew way before I did." Kristin Anton, the chief deputy district attorney in charge of the case, said two days after the shooting there were no plans to charge anyone else in the affair. But late last week, Reynolds and Stevens each hired criminal-defense lawyers. Stevens' attorney denies that his client was involved in the shootings.

In the blood-splattered bathroom at the school, Williams, to indicate there were no other shooters, told police, "It's only me." And so it was when he appeared for his first court hearing two days after the killings. None of his family members was present. His mother was avoiding the public eye. His father told lawyers he was too distraught and did not want to face the media. He also said his "financial situation was very tight" and that he was unable to pay for a lawyer to represent his son. So Andy was alone in court, puffy-faced and solemn, represented by a public defender, saying nothing as the prosecutor read out charges that could result in 500 years of prison time.

--With reporting by Polly Forster/Brunswick, Jeffrey Ressner and Margot Roosevelt/Santee

With reporting by Polly Forster/Brunswick, Jeffrey Ressner and Margot Roosevelt/Santee