Carlton: How dare you not take Will. He's full of potential.
Top Dog: That's why we want him. It's you we don't want.
Carlton: Me? [music stops] But I did everything. I cooked, I cleaned, I hand-washed your toilets.
Top Dog: Everything your butler does for you. I'm not accepting no prep school, Bel-Air bred sellout into my fraternity.
Will: Homey, you can stop all that-
Carlton: No, wait, Will. I got this one. You think I'm a sellout, why? Because I live in a big house or I dress a certain way? Or maybe it's because I like Barry Manilow.
Will: He mean Barry White, y'all.
Carlton: Being Black isn't what I'm trying to be, it's what I am. I'm running the same race and jumping the same hurdles you are, so why are you tripping me up? You said we need to stick together but you don't even know what that means. If you ask me, you're the real sellout.
Will: Yeah, that's right, boy. And in the words of my illustrious cousin: "We will make like a tree and leave."

Philip: Vivian. Look, I've come to my senses. The bike is gone.
Vivian: It is?
Philip: Yes, sweetheart. Motorcycles and black leather will never make me feel as young as the love of a good woman. With you by my side, I will never grow old. I love you.
Geoffrey: Oh, sir, the body shop called. They said your motorcycle is completely totaled.
Philip: Thank you, Geoffrey.
Geoffrey: Oh, and the insurance company said you're covered for the damages to the ice-cream truck but have to pay for that box of Eskimo Pies you ate.
Philip: I said, thank you, Geoffrey.
Geoffrey: My pleasure, sir. Will there be anything else? My favorite soap is about to start.
Philip: What would that be, One Life To Ruin?
Geoffrey: [laughs] Sir.

Carlton: Hey, Top Dog, do you think the DJ has any Rod Stewart or Neil Diamond?
Top Dog: Gee, Carlton, I don't know. The last time we played them, the party just kind of got out of hand.
Carlton: I know what you mean. You should see what happens at their concerts.

Top Dog: Attention! Busters. I hope you like your new uniforms. You will be wearing them for a week.
Carlton: Excuse me, Mr.
Top Dog: Top Dog, sir. Pledge Banks, you only speak when you are spoken to.
Carlton: Well, are you speaking to me now, or are you?
Will: Ssh.
Carlton: Oh, I'm sorry, Will, but I think everyone here will agree that wearing the same thing for a week is not good hygiene. Right, fellas?
Top Dog: So Pledge Banks likes to wash clothes.
Carlton: Actually, my butler handles the laundry.
Top Dog: Your butler?
Carlton: Yes, Geoffrey. He's a whiz with my fine washables.

Top Dog: Pledge Banks, where are you from?
Carlton: Bel-Air.
Will: South central Bel-Air.
Carlton: I live right across the street from the Aaron Spelling mansion. You know, the producer of Beverly Hills, 90210?
Top Dog: I don't watch it.
Carlton: Oh, you don't know what you're missing. Dylan's on the verge of getting back with Brenda.
Will: You are on the verge of making a fool out of yourself. They really getting back together, though?

Philip: You know, this... This really irritates me. I have worked very hard to give my family a good life and suddenly somebody tells me there's a penalty for success. I'm sorry you had to go through this, son. When are we gonna stop doing this to each other?

Vivian: Are you crazy?
Philip: I told you I was gonna buy a bike someday, Vivian.
Vivian: Well, you also told me you were gonna lose 50 pounds. A motorbike is so dangerous.
Philip: Well, just look at it this way. If I take a fall, I have a 50-pound cushion.

Top Dog: Hello, you poor excuses for pledges.
All: Greetings, big Brother Top Dog of Phi Beta Gamma.
Top Dog: Today, we're splitting up into groups. I'm taking Philly boy and money bags to block.
Carlton: Hey, we're gonna play Hollywood Squares.

Carlton: "Make like a tree and leave"? I never say that. It's "make like a banana and split."
Will: I'll keep that in mind, all right?

Will: Girl, I hope these Greek clowns clean up after themselves. A bunch of messy, inconsiderate children.
Jackie: So which house are you joining?
Will: Girl, you know I ain't into that frat stuff. It's for a bunch of pocket-protector- wearing, no-social-life-having losers.
Carlton: Let the pledging begin.
Will: The defense rests, Your Honor.