- Prof. Scott Burton: [as Hilary walks by] Who is that?
- William 'Will' Smith: Hilary? Oh, that's my cousin.
- Prof. Scott Burton: Is she involved with anyone?
- William 'Will' Smith: Mostly just herself.
- Hilary Banks: [to Will] I need to switch cars. Carlton said you had the keys.
- William 'Will' Smith: Oh, yeah, here.
- [hands Hilary the keys]
- William 'Will' Smith: What's wrong with your car?
- Hilary Banks: I'm going shoe shopping. I need a wagon.
- Will: I'm telling you, if you leave Scott now, it could haunt you for the rest of your life.
- Hilary: What do you mean?
- Will: Well, you may never date again. You might become an old lady walking around with a shower cap, and a raggety halter-top that says 'Ja-am,' and rhinestone Gouchos. And you would be eating neckbone sandwiches and shouting at your imaginary dog, Brutus. And you know what the worse part of it is?
- Hilary: What?
- Will: The only man you will ever get is some fool named Grady who falls asleep in his soup.
- Hilary: Ewww, I hate soup.
- Hilary Banks: You were right, Will. Scott is the first guy since Trevor that I really liked, and I guess I just got scared. I guess I had to find something wrong with him.
- Will: And that Adams Apple thing is the best you could come up with?
- Hilary Banks: Well, you know I never had a good imagination. I never even had imaginary friends when I was a kid. I used to play with Carlton's. God, they were such dweebs.