- Marvin 'Mouth' McFadden: So before you walk out of my life I need to know if you can forgive me.
- Millicent 'Millie' Huxtable: That's really noble Marvin but, you're a guy, you have needs. Gigi made you feel special in a way that I obviously couldn't.
- Marvin 'Mouth' McFadden: That is not true. You made me feel special every single day.
- Millicent 'Millie' Huxtable: But never at night. All those nights we slept beside each other, there were so many times I'd lie awake watching you sleep and I'd just want to rip your clothes off and attack you.
- Marvin 'Mouth' McFadden: Why didn't you?
- Millicent 'Millie' Huxtable: I was scared that what we had was so special that sex would mess it up.That the promise of it could never live up to the real thing. But now I realize that our relationship wasn't that special.
- Julian Baker: And you want to know what I think? I think you do love me or you could love me, but you're just too stubborn and scared to admit it because the last time you really gave your heart to someone it got broken. And I get that... I've been there. But somewhere along the line you gave up on the idea that you deserve to feel this way again. But you don't see what I see Brooke. You deserve this. So I'm gonna try one more time. I love you. I'm in love with you. I'm so lost and completely in love with you. I have been ever since I saw you doing that ridiculous molly ringwald dance.
- Brooke Davis: Julian I, I care about you so much.
- Julian Baker: Never let it be said that Brooke Davis is easy.
- Brooke Davis: Julian.
- Julian Baker: I'm sorry. That wasn't fair. You know what? It's okay, someday you'll let someone in, today's just not that day.
- Brooke Davis: I don't want this to change anything.
- Julian Baker: No it won't. It won't. You know you were right, it's my fault. We were just having fun and I just you overwhelmed me a little bit. It's too soon.
- Brooke Davis: It is a little too soon.