Will: Uh, hey, look, man. Look, I usually keep this on a need-to-know basis. But you look like you really need to know. Behold. My chicktionary.
Professor Burton: A little black book, huh?
Will: Oh, yes, sir.
Professor Burton: Well, what are these letters next to the girls' names?
Will: Oh, those are grades.
Professor Burton: There's a lot of F's.
Will: That ain't necessarily a bad thing, you know?
Professor Burton: What's the B mean?
Will: Be prepared for a possible F.