Jazz: Man, y'all butchered that song.
Will: Hey, C, I'm telling you, if the Commodores heard you singing they'd tie you down to the tracks and run you over with the soul train.
Carlton: You know, I can understand why you're threatened. After all, you two possess absolutely no musical ability. Face it, you're so jealous, you're green.
Will: All right, but just out of curiosity, Carlton, what color are you?
Carlton: Oh, here we go again. Look, just because I grew up in the best neighborhoods and pronounce the "i-n-g"s at the end of my words doesn't make me any less Black than you.
Jazz: No. It's that tie that does it.
Will: Face it, C, I'm telling you. If you went down to Jazz's neighborhood looking the way you look and talking the way you talk you wouldn't come home walking the way you walk.
Carlton: And what neighborhood is that?
Will: Compton.
Jazz: And if you can make it there, you'll make it anywhere.

Will: Well, here we are, C. Jazz's crib.
Carlton: Crib: house, dwelling, domicile.
Will: How did you know that? Hip-hop flash cards?
Carlton: I made them myself. I've been cramming all night. I just hope I can get it out of my head before I take the SATs.

Will: Aunt Viv, what are you doing here?
Vivian: What does it look like I'm doing here? I came to get my boy.
Carlton: Mom, I can explain. We were on our way to San Francisco when I realized I had a Sociology report to do...
Vivian: Don't even try, Carlton. Will told me everything. [others groan]
Carlton: It was a bet.
Vivian: A bet? I don't care. Carlton, you are not going to MacArthur Park tonight. In fact, none of you are going to MacArthur Park tonight.
Tiny: Wait a minute.
Vivian: Boy, do not test me.
Tiny: Yes, ma'am.
Vivian: Carlton, Will, get your things. I will be waiting downstairs in the car. And another thing, this place is a disgrace. You have a trashcan, honey. Use it.

Will: I'm gonna go test the lock on my door. Good night, Carlton.
Carlton: What do you mean, "Good night"? This is my time to gloat.
Will: Gloat?
Carlton: I won the bet. I humiliated you in front of your peers. Plus, you said I couldn't handle Compton, and I did. I'd say it's time to gloat.
Will: Good night, Carlton.
Carlton: See, you're just embarrassed because I beat you at your own game. Look, I never judge you for being the way you are, but you always act like I don't measure up to some rule of blackness that you carry around.
Will: Hold up. Wait a minute. You don't judge me? You do everything but carry a big old gavel around. I mean, you treat me like some kind of idiot just 'cause I talk different.
Carlton: Differently.

Carlton: Yo, what's up?
Will: Carlton- Carlton, what the hell are you wearing?
Carlton: Yo, this?
Will: Carlton, you look like a pirate.
Carlton: Yo, stop fronting. You know this gear is chill.
Will: Why are you talking like that?
Carlton: Yo, how you playing me, Prince?
Will: What?
Carlton: Yo, you dissing me.
Will: Come on, man, stop it.
Tiny: Hey, Prince, lay off of him, man. We like C-note.

Hilary: Hello, everybody. It looks like the working girl is poised for a promotion.
Philip: What's up, sweetheart?
Hilary: I just sold my first picture at the art gallery. I think I'm going to get a raise.
Geoffrey: Excellent, Miss Hilary. You must let me know what that feels like.

Will: Carlton, if you wanna go to Compton, you gotta go through with this.
Carlton: But I've never lied to my parents. It even gave me the willies when Beaver used to do it.

Will: You're going to MacArthur Park at night?
Carlton: Yeah. My squad's going to sell some Gucci bags. It's a sales bonanza. Sorry. There's no hip-hop word for sales bonanza.
Will: C, I don't go to MacArthur Park.
Carlton: What's up, Will? Not man enough to swing with the brothers? [high-fives Chuck] Get over here, man. You have no idea what MacArthur Park is like. It's dangerous, man.
Carlton: Oh, Will, if there's any danger, I'll call the park rangers.
Will: It's not that kind of park, Boo Boo.

Hilary: I'm ready to go, but we can't drive too fast because things haven't set yet.
Philip: Well, if we hurry, we'll get there before the service starts, but we'll have to sit toward the back.
Hilary: The back row? No, the light is completely different there. I have to change.

Carlton: I'd do just fine and dandy in Compton, thank you very much.
Will: You know, C, talk is cheap. What do you say to a bet?
Carlton: Name it.
Will: I'll bet you you wouldn't last a day in Compton.
Carlton: All right. And if I do, you have to stop making those cheap shots at me.
Will: Gee, I don't know. That's my whole reason for living. Better make it two days.
Carlton: Two days? Piece of cake. And I guarantee, when I get to Compton, I'll fit right in. [sings] 'Round 'round get around I get around yeah round
Will: Damn! Why didn't we bet money?