- Mutulu: You must stand for something, you must live for something! And you must be willing to die for something!
- Suge Knight: [to Tupac] Your momma told me ya'll been going through some things. Sometimes people need to step outside of who they are to realize who they could really be.
- Afeni Shakur: I'm worried about...
- Tupac Shakur: Ain't nothing to be worried about.
- Afeni Shakur: Like all Black leaders you have a bullseye on your back and today it just got bigger.
- Tupac Shakur: But I ain't no Black leader! Not yet!
- Afeni Shakur: And how are you not a Black leader! The Vice President was just talking about you on the TV! Baby, you have to understand with The Panthers it wasn't that we had guns or black leather, it was because of our message. We were transforming minds. They are going to come after you with everything you love. They're going to give you the tools that you need to destroy yourself.
- Tupac Shakur: I wrote something for you.
- [he takes out a piece of paper and reads from it]
- Tupac Shakur: You are the Omega of my heart, the foundation for my conception of love. And when I think of what a black woman should be, it's you that I first think of. You will never fully understand how deeply my hear feels for you. I worry that we'll go apart and I'll end up losing you. You bring me to climax without sex, and you do it all with real grace. You are my heart in uniform, a frame that I can never replace.
- Jada Pinkett: You ain't even move to California yet and you're already going soft on me.
- Tupac Shakur: Oh, I'm going soft!
- Jada Pinkett: So soft.
- Tupac Shakur: You got the tears in your eyes.
- [he starts wiping the tears off her face]
- Tupac Shakur: The tears flow and I'm being soft.
- [he laughs and hugs her]
- Tupac Shakur: Men at some times are the masters of our fates. The fault, dear Brutus, is not in our stars but in ourselves.
- Biggie: What's that, dude?
- Tupac Shakur: That's just a motherfuckin homie. Shakespeare.
- Mutulu: [to Tupac] This is a brilliant opportunity to bring together the revolutionaries in the gang communities, and you can unite them.
- Interviewer: You called America the biggest gang there is. You give money to militant groups. Your stepfather helped your godmother, Assata Shakur, escape jail, and your lyrics don't exactly engender love from the law enforcement community.
- Tupac Shakur: We must not hate those who have done wrong to us. For as soon as we begin to hate them, We become just like them, pathetic, bitter, and untrue.
- Kidada Jones: Am I supposed to be impressed with Shakespeare?
- Tupac Shakur: I'm just trying to get you to keep from stooping to my level.
- Kidada Jones: You should really try harder.
- Tupac Shakur: I'm gonna try real hard, baby.
- Afeni Shakur: Your body is in prison, not your mind. And above all else, to thine own self be true, And as sure as the night follow the day, Thou canst then not be false to
- Tupac Shakur: any man. That Shakespeare