Ashley: I was so sure looking like this would make me popular. [Ashley pulls a tissue out of her bra as she begins to cry] I mean, what do guys want, anyway?
Will: Ashley, look, guys want a girl who's sweet and kind and smart. Just like you.
Ashley: Kenny wanted the girl with back.
Will: Ashley, look, Kenny's a special case.
Ashley: Carlton wanted the same girl.
Will: Well, see, Carlton's a basket case.
Ashley: What about all the boys in the hall yesterday?
Will: See, Ashley-
Ashley: And all the guys in the beer commercials?
Will: Look, Ashley-
Ashley: And all the guys who ask Hilary out.