Will: How y'all doing? Hey, I just got my hair cut. Kind of fly, huh?
Philip: I don't understand why you get your hair cut like that.
Will: Come on, Uncle Phil, all the brothers in Philly play their hair like this. Hair on top, none on the sides. But, I guess y'all got kind of a reverse thing going on here.

Hilary: Hello. Rice Krispie Treats?
Carlton: What are you doing?
Hilary: Mom left me in charge, so I have to be responsible for all the children.
Carlton: We were in the middle of something.
Hilary: Come on, kids, let's have a little talk. [sits between Carlton & Michelle] Carlton, Michelle. I can remember what it was like to be your age. Your bodies are going through a lot of changes now and you're probably having a lot of feelings that you've never had before. But even though there's a lot of pressure from your peers, remember, you don't have to pet to be popular.
Michelle: Let's go to the mall.
Hilary: And who exactly is going to be at this mall?

Will: Uncle Phil, I don't think all this legal stuff is going to work. The only legal phrase these people know is, "Will the defendant please rise."

[Will imagines a devil-like version of himself on his left shoulder:]
Will: Hold up. You wasn't listening. Your uncle ain't say you couldn't go to the pool hall. He said he ain't want you to go to the pool hall. It's a difference.
[Will turns to his right shoulder, where another devil-like version of himself appears:]
Will: What are you, ignorant? Pick up the damn keys.

Philip: Wait a minute. Let's play another game. I want another chance.
Will: Uncle Phil!
Charlie Mack: I don't know. My time is very valuable. I couldn't possibly play another game without upping the ante.
Philip: How much?
Charlie Mack: Let's say, a nice, round figure like $100 a ball.
Philip: $100 a ball?
Charlie Mack: That's right, Uncle Phil.
Philip: Okay. $100 a ball. You got yourself a game. Geoffrey? Break out Lucille.

Hilary: Excuse me, Mother, but I am very, very offended.
Vivian: What is it this time, Hilary? I've started recycling.
Hilary: That's not it. I mean, instead of making Geoffrey work on the weekend you should leave the running of this household to me. I mean, I am 21 years old. [drops magazine]
Vivian: I'm sorry, baby. I didn't think you'd want to run the household.
Hilary: Well, I've got to learn sometime. After all, in a couple of years, I'm going to have my own family and my own butler.
Geoffrey: I hope it's no one I know.

Vivian: Will, I'm leaving.
Will: You're leaving? Finally. I always thought you could do better. Good luck.
Vivian: Will, I'm going to Berkeley to give my lecture.
Will: Oh, you are? When you coming back?
Vivian: Tomorrow night. Now, while I'm gone I want you to do everything your Uncle Philip says. [dramatic music]
Will: Whoa, Aunt Viv, wait. Don't leave me here. Don't leave me here with him! He's going to eat me. Don't leave me here.

Carlton: Michelle, we're in luck. My mom's away for the weekend, our butler's off duty and my dad will be leaving for the office at any minute. And I, uh, just took a multivitamin.
Michelle: I really like this room, Carlton.
Carlton: You'll like it more in a minute. [dims lights; music plays] Michelle, I just wanted to say I think you're the most talented member on the swimnastics team.
Michelle: Well, I can hold my breath for long periods of time.
Carlton: Good. We're going under.

Philip: Will, I have a lot of work to do, so I'm gonna make this short and sweet. I don't want you taking our car downtown to some pool hall.
Will: You can't do this to me! Aunt Viv! Ooh, she's gone.
Philip: That's right, Will. No one can hear you scream.
Will: Come on, Uncle Phil. Just 'cause you don't like pool halls doesn't mean I shouldn't go. You're just trying to make sure I don't have any fun. Your only source of pleasure is making me unhappy.
Philip: That's not true. I have my wine collection.

Louie: You can take him, kid.
Woman: Give him some, Will.
Will: Well, I really wouldn't want to do what I know I can do if you know what I mean.
Charlie Mack: No, I don't know what you mean. Why don't you tell me?
Fred: I know what he means.
Charlie Mack: You do?
Fred: It don't take a genius to understand the boy. He say in plain English that he didn't want to embarrass your ugly behind up here in front of these girls.
Will: I didn't-
Fred: And he also said that if it weren't for the fact that he had won so much from that fool over there, he'd take your money, too.
Will: Thank you very much for clearing that up for us, Fred.