Jazz: C-note?
Chuck: Yeah. He was a little stiff, but he's coming around.
Slick: Yeah. He's helping us with our business.
Tiny: Hey, C-note, how do I figure my net worth?
Carlton: Yo, how many times do I gotta tell you? Write your questions down. I'll hook you up later.
Tiny: I'm sorry. That was rude of me, man.
Carlton: Yo, we cool. [to Will] They love me.
Will: Jazz, tell me that this isn't happening.
Jazz: I don't know, Prince. Man, I'm starting to like him, too.

Chuck: Hey, yo, C, I want to thank you for that tip. I'm going to get me some of them douche marks.
Carlton: That's Deutsche marks.
Slick: Yo, check it out, C. I'm leaving, right? I'll get back with you later so you can help me open that Schwab account.
Carlton: Peace.
Tiny: C-note, are you still coming to MacArthur Park tomorrow night?
Carlton: Yo, I'm with it.

[Will's dream:]
Carlton: Yo, my squad, what's up?
Philip: Carlton?
Vivian: What happened to you? Weren't you on your school trip?
Carlton: Yo, I'm quitting school. That's for suckers. I'm starting my own business. Yo, I can get $20 for this china dog.
Vivian: No, you won't.
Carlton: $2.
Philip: Who's responsible for this?
Will: Listen, I can explain.
Philip: Will! [grabs Will by the throat]

Philip: Has anybody seen Geoffrey this morning?
Vivian: No. Why?
Philip: Just wondering where he is.
Vivian: Philip, his weekends are his own. It's none of our business where he goes.
Geoffrey: [sings] Ooh just to find my love
Vivian: Geoffrey?
Geoffrey: Madam. I assumed you'd be in church by now.
Philip: Maybe you'd care to join us.
Geoffrey: On reflection, perhaps I should.

Will: Uncle Phil, Aunt Viv, look, I'm glad I caught you.
Vivian: Will, why aren't you in San Francisco?
Philip: Where's Carlton?
Will: Okay. Look, before I tell you that, Uncle Phil, I just want to-
Philip: Where's Carlton?
Will: In Compton.
Vivian: Compton?
Philip: What is he doing in Compton?
Will: A very bad imitation of me.

Will: Look, he just started tripping, Aunt Viv. See, we had this bet that he couldn't hang out in the 'hood. He's just taking it too far. He's going to MacArthur Park tonight to sell Korean Gucci bags.
Vivian: MacArthur Park?
Philip: Where is he right now?
Will: He's down at Jazz's crib.
Vivian: I am going down there and I am bringing my baby back.
Philip: Vivian, Vivian. Calm down. Now, nobody's going anywhere. Except Will.
Will: Will? That's me. Where am I going?

Philip: You're going down to Jazz's and you're going to bring Carlton back here by the time we're back from church.
Will: Now, look, see, I can't exactly do that, Uncle Phil.
Philip: Why not?
Will: It's just the way things work down in the 'hood. You know, it's like, if a brother comes between a brother and his brothers then that brother's considered a mother.
Vivian: I'll tell you who's a mother: Me. And I am going there and I am bringing my baby back.
Philip: Vivian. Put your earrings back on. Will, I don't care how this makes you look to your friends. I'm tired of bailing you out. Why should I always be the heavy?
Will: No. I'm in enough trouble as it is.

Will: You gotta come home.
Carlton: I'm not leaving.
Will: Look, listen, man. I called Aunt Viv to tell her how we was doing in San Francisco she gave me some bad news, man. Geoffrey fell down the back steps, split his wig. We gotta go to the hospital.
Carlton: Knock it off, Will.
Will: I'm not lying, man. The whole family's down at the hospital. You can do what you want. I'm going down there.
Carlton: You're serious?
Will: Yes.
Tiny: C-note, you better go, man.
Jazz: Yeah. Later. My condolences.
Will: Great. Let's go.

Ashley: Wow. What's it like to be in this much trouble?
Carlton: Why don't you ask Will. He's been there before.
Will: Well, they're going to do all the talking anyway so you just pretty much nod and say, "l'm sorry." Oh, and cry if you can.

Hilary: Have Mom and Dad talked to you yet?
Will: No, but I think I heard Uncle Phil upstairs testing his belts out.
Hilary: Look, guys, I know you're worried but earlier I was upstairs with Mom and Dad and even though they were initially upset, now I really think they'll overlook the whole thing.
Will & Carlton: Really?
Hilary: What, are you kidding? They're going to kill you guys.