Will: Well, I can't go to California with you. Skylar: Why not? Will: Well, one, because I--I got a job here, and two, because I live here. Skylar: Look, um..If you don't love me, you should tell me because it's such a-- Will: I'm not saying I don't love you. Skylar: Then why? Why won't you come? What are you so scared of? Will: What am I so scared of? Skylar: Well, what aren't you scared of? You live in this safe little world where no one challenges you and you're scared shitless to do anything else but defend yourself because that would mean you'd hafta' change. Will: Oh no. Don't, don't, don't tell me about my world. Don't tell me about my world! I mean you just wanna have you fling with like the guy from the other side of town. Then you're going to go off to Stanford, you're going to marry some rich prick who your parents will approve of and just sit around with the other trust fund babies and talk about how you went slumming too, once. Skylar: Why are you saying this? What is your obsession with this money? My father died when I was 13 and I inherited this money. Nearly every day I wake up, and I wish that I could give it back, that I would give it back in a second if it meant I could have one more day with him, but I can't and that's my life and I deal with it. So don't put your shit on me, when you're the one that's afraid. Will: I'm afraid? Wh--wh--what am I afraid of, huh? What the fuck am I afraid of? Skylar: You're afraid of me. You're afraid that I won't love you back. And you know what? I'm afraid too. Fuck it. I want to give it a shot and at least I'm honest with you.