Vivian: Kayla.
Kayla: Hi, Professor Banks.
Vivian: You weren't in class yesterday.
Will: I had cramps.

Vivian: Honey, listen to me. I just read Kayla's Shakespeare exam. It's way below her usual work. Now, I'm gonna have to give her a "D", and that kills me.
Will: A "D"? Come on. She's real smart.
Vivian: I know, but she still has to do the work, which she hasn't been doing lately.
Will: Look, that's just one bad grade. It ain't the end the world.
Vivian: Will, when your grades slip, we ground you and we make sure you get back on track. If Kayla slips, she loses her scholarship and she doesn't get another chance.
Will: What do you want me to do?
Vivian: Let her have some time alone for her schoolwork.
Will: Oh, yeah. This is great. This is great. I've been here all these months chasing chicken-headed girls around and I finally find a girl that I really like, and you are telling me I gotta leave her alone?
Philip: I know Kayla's special but if you care that much about her, you have to be responsible. Do what's best for her.
Will: Look, look, maybe being with me is best for her. You know, I make her happy. Aunt Viv, you know. You know she wasn't fitting in at that place.
Vivian: Listen, baby, I know you wanna make her happy, but this is about her life. This might be the difference between Dr. Kayla Samuels who runs the hospital or just Kayla who cleans it.

Kayla: That's Dr. Kramer. He's one of my professors.
Dr. Kramer: [to another student] I believe Chaucer said it best: "Let every fellow tell his tale about And let's see now who shall the supper win."
Will: And I thought Carlton's come-on lines were funky.

Will: Maybe it ain't such a bad idea to go back to your room.
Kayla: I guess this is kind of wack. We can have a little party in my room 'cause I don't have classes till Wednesday.
Will: I was thinking maybe you should go by yourself.
Kayla: Excuse me?
Will: I mean, you know, we've been seeing each other every minute. I thought we just need a little time apart.
Kayla: Apart? What the hell are you trying to say, Will? Did you come to this party to break up with me?
Will: No, no, no. Look I just think you need more time to concentrate on your studying.
Kayla: Oh, that is weak.
Will: Look, Kayla, you got a "D" on your last exam.
Kayla: Did your auntie tell you that? Did your auntie tell the whole world I got one bad grade?
Will: Look, Kayla, you have a big opportunity here, and I don't wanna have no part of you blowing it.
Kayla: Yes, it's my big opportunity. That's what everybody keeps telling me, Will. I do not need to hear it from you.

Will: Man, I didn't know Aunt Viv cleaned hotel rooms. Wonder how come she never cleaned my room.