Will and Skylar hang out for lunch, but Skylar doesn't pay attention to Will because she's working on some school stuff. Will asks if he can help her, but she's determined to learn the stuff for herself.
Skylar asks Will how he's so good at math and chemistry and stuff, so he explains by saying that it's something that's always been with him.
He looks at a math or chemistry problem and it just immediately makes sense to him.
Will and Skylar kiss, and she says it isn't fair she's been in America for four years and has only just found Will now.
Flash to Skylar's dorm room, where she and Will are in bed again. Skylar asks Will to come to California with her when she moves there for Stanford.
Will gets freaked out by the kind of commitment Skylar is asking him for. He says he can't go because Skylar might decide she doesn't like him so much.
He says a day will come when Skylar boots him to the curb to marry some rich guy her parents approve of.
Skylar accuses Will of never going outside of his comfort zone and keeping himself in a life where nothing ever challenges him.
Will explodes and goes off about how he knows Skylar doesn't ever want to hear the truth about him and his childhood.
She doesn't want to hear, for example, that he's an orphan and that his foster parents stabbed him and put cigarettes out on his skin.
Skylar tries to tell Will she loves him. She says she'll only leave him alone if he tells her he doesn't love her.
So he stares right into her eyes and tells her he doesn't love her. Then he walks out, leaving Skylar to sob alone.