Ashley: Will, that's enough. Now, what's going on?
Will: What's going on? That's a very intelligent question, Ashley. "What's Going On." That's a Marvin Gaye song too.
Ashley: Good night, Will.

Will: [screams] Ashley, no! Ashley, don't do it.
Ashley: Do what?
Will: Me and Carlton were roaming on this stupid intercom and we roamed right into your conversation and we heard what you said about you and Derek.
Ashley: You were spying on me?
Will: Ashley, now spying, that's such an ugly word. We were roaming.
Ashley: I can't believe you guys invaded my privacy like that.
Will: Oh, but, Ashley-
Ashley: First of all, how dare you listen to my conversation? Second of all, it is none of your business.
Will: None of my business?
Ashley: Right. This is my life. I decide what I do or don't do. You know, I would expect this from Carlton but not you.

Derek: Ashley, it sounds to me like you're not too sure.
Ashley: Well, does it bother you that you're leaving tomorrow?
Derek: Well, yeah. Does it bother you?
Ashley: I think it does.
Derek: Would you rather not do this?
Ashley: Well, I just never thought my first time would be with someone who was leaving me. What if we never see each other again?
Derek: Ash, we'll see each other again.
Ashley: Then we really don't have to rush. I'm sorry.
Derek: Baby, you don't have to apologize to me. [they kiss]
Ashley: So, heh, what do you wanna do now?
Derek: I don't know. Miniature golf?
Ashley: Let's do it. Golf.

Will: Carlton, are you listening to yourself?
Carlton: I don't have time for that. I know, we'll do the good-cop, bad-cop thing. I mean, I'm her brother so it's appropriate I play the bad cop.
Will: No, Carlton-
Carlton: Okay, big baby. You can be the bad cop. Let's move.