Hilary: Look, Steve.
Will: Scott.
Hilary: Whatever. I'm really sorry-
Professor Burton: No, I'm sorry. I was just so struck by your beauty today, I had to meet you. I'm terrible at this kind of thing.
Hilary: Oh, you're not terrible.
Will: Shields are down, Scotty.

Professor Burton: I know this is last minute, but an artist friend of mine gave me some tickets to a gallery opening in Venice.
Hilary: Oh, that's very nice, Scott. But don't you think Italy is more of a second date kind of thing.
Professor Burton: No, I mean Venice Beach.
Hilary: Well, it sounds like fun. Do I have time to change?
Professor Burton: Well, if you like, but "True loveliness needs not the foreign aid of ornament."
Hilary: Well, duh.

Will: Hold up, man, there's no tag on this. [over the loudspeaker] I need a price check on a Peacock athletic supporter. Size small. [the guy runs away] Never mind.

Professor Burton: I had the best time with Hilary. Cannot wait to see her again.
Will: All right, man.
Professor Burton: Oh, and by the way. I graded your essay this morning. The whole class did rather well, but you, my friend, got a B-plus.
Will: Yes. [to a girl] I got a B-plus. I'm Will, call me.
Professor Burton: I also spoke with your counselor and he's agreed to take you off academic probation provided you do well on my midterm Friday.
Will: Hey, thanks a lot, man. Oh, but a big midterm on Friday means you're gonna have to spend all weekend grading papers.
Professor Burton: I'll make the test one question, open book.
Will: Welcome to the family, man!

Will: [on the phone] I don't know who you've been talking to, Rhetta. But, no, I don't be giving my dates grades. I'm saying, so, so... Are we gonna kick it tomorrow night or what? I don't know. You know, do a little somethin'-somethin'. Who knows? Are you with that? All right, I'll see you tomorrow night then. [hangs up] Rhetta, B.

Rhetta: Will, the lobster was superb.
Will: Yeah, they gypped us, though. They only gave us the tails.

Hilary: The mole, I'm over that.
Will: Oh. Well, then, what's the problem?
Hilary: Did you see how huge his Adam's apple is?
Will: I don't believe this.
Hilary: Every time he chewed, it kept bouncing up and down and up and down. I mean, what's in there, a basketball? I can't look at him anymore. I have to get out of here.

Will: Hilary, listen, I am begging you. Please go back in there and apologize to him.
Hilary: It's very sweet of you to worry about me, Will. But I'm gonna be just fine.
Will: Wait, Hilary, listen. Look, if you leave now, I might get kicked out of school.
Hilary: What?
Will: Well, see, Professor Burton broke up with his wife and, you know, he was grading really difficult. So I figured if he was a little happier, then just maybe...
Hilary: So you've just been using me to get a good grade?
Will: No, not at all. A little.

Philip: Ladies and gentlemen: Le Crib Chalet.
Vivian: Honey. I owe you an apology, honey. Not only did you do a great job, but you did it together with Carlton.
Carlton: Mom, do me a favor. Don't have anymore babies.

Will: You really miss Trevor, don't you?
Hilary: I know it sounds dumb but sometimes I feel like we're still engaged. I mean, he died so suddenly and I never had a chance to say goodbye.
Will: Well, it's never too late. I gotta go study for the massacre at little big mole.