Lucas: Oh, I think you got the wrong car.
Brooke: Nah. Don’t mind me. I just have to get out of this uniform. So, uh, anyways, I’m Brooke. But you probably knew that. Can I tell you that that last shot was awesome? How’d it feel? Good, huh? You know it did.
(watching Haley and Lucas from down the hall)
Nathan: Hey, who’s that girl he’s always hanging out with?
Tim: Who knows. Why? You feel like slumming?
Peyton: Who do you think you are?
Lucas: Someone your pissed at.
(after walking by Lucas who's naked except for two basketballs covering him)
Whitey: And I was just getting used to low-waist jeans. Let's go ball boy!
Dan: (to Nathan) Happiness doesn't come cheap. Hell if it did we would all be smiling.
Jake: (to Lucas about Nathan) Fear changes everything.
Haley: Can I help you?
Nathan: I hope so. You're my tutor.
Haley: Right, I don't think so.
Nathan: You're Haley James, right?
Haley: I'm sorry. I'm best friends with Lucas.
Nathan: Well, then I'm sorry too.
Haley: Forget it, I'll find you someone else.
Nathan: Look, there is no one else. All right? I'd be fine with it if there was.
Haley: If there were.
Nathan: See, you're helping me already.
Haley: Look, I can't help you. And on top of that, I won't help you. Okay?!
Nathan: Hey. I just wanted to let you know that I’m gonna be fine.
Nathan: I mean F is for fine right?
Keith: Does that girl ever go home?
Karen: Haley comes from a big family. When Lucas met her, I think they were eight or nine. But she saw it was just me and Lucas, and she said "Yeah, I come from a big family. I think you guys need me more."
Karen: You know, Shari, I came down here wanting to give you the benefit of the doubt, but clearly you’re still the same petty little bitch you were in high school.
Haley: Hey, I looked over your English exam, and if you really want to learn, I can help you.
Nathan: That’s great. All right.
Haley: I just ... I have two conditions. One, Lucas does not find out, okay? Ever.
Nathan: All right, fine.
Haley: And number two, you leave him alone.
Nathan: I really don’t have much of a choice, do I?
Haley: Okay. Tomorrow morning, 7 AM at the Market Street dock.
Nathan: What about the tutoring center?
Haley: No way. The dock – take it or leave it.
Nathan: Okay, 7 o’clock then.
(Nathan opens his Cracker Jack box)
Nathan: Please let this be a cheat sheet. (he finds a bracelet inside) It’s for you.
Haley: Stop it.
Nathan: Come on. (puts it on her wrist) Don’t say I never gave you anything.
Haley: Do you see this book? Because this book is me. I am math.
Nathan: What's that supposed to mean?
Haley: It means you can work your whole "I'm Nathan Scott. Mr. Big Shot. Scoring my touchdowns" on someone else because I --
Nathan: I don't even play football.
Haley: Whatever. The point is at the end of the day, all your bluster and BS don't mean anything to math because math don't care. And neither do I.
Nathan: Does English care? Cause I suck at that too.
Haley: Please don't waste my time. I'm already taking a huge chance on you because my instincts are screaming that you're full of sh... let's just get started, okay?
(Lucas throws a can of spray paint at Nathan)
Lucas: You left that at the court.
Nathan: I don’t know what you’re talking about.
Lucas: Then call it a gift. Besides, you’re going to need it to paint over your scoring title in the gym, 'cause I’m taking it.
Lucas: Where were you this morning?
Haley: Just … tutoring.
Lucas: Oh yeah? Anyone I know?
Lucas: (voiceover) E.E. Cummings once wrote, To be nobody but yourself in a world which is doing it's best, night and day, to make you everybody else, means to fight the hardest battle, which any human being can fight, and never stop fighting.
While Brooke is in the back of Lucas' car, she takes her bra off and drapes it over Lucas' shoulder. When Whitey taps on the window, Brooke grabs her bra back. However, in the next scene the bra is still on Lucas' shoulder.
When Lucas in the shower, a C.M.M. tattoo is visable on his right shoulder. The tattoo stands for Chad Michael Murray, the name of the actor that plays Lucas.
Nathan receives an F on his English paper, but when Haley and Nathan meet for tutoring, Haley tutors him in math instead.