Will: What's up, C?
Carlton: Oh, dear mother of God. This can't continue.
Will: What's wrong, man?
Carlton: Would you look? Red, yellow, brown, green. That's the way I understood it to be. But now, blue. Has the world gone mad?
Will: They're just M&M's, C.

Carlton: Will, I'm not in the mood for this.
Will: Oh. You not in the mood for this, huh? Well, look here, too short, if you wanna sit around and wallow in the stench of your own self-pity then you go right ahead.
Carlton: Will, you don't understand.
Will: Oh, no, I understand, you big baby. "My sweater shrunk. My grades are low. My head is too small for my body."
Carlton: It is?
Will: Oh, shut up, Carlton. Now, I'm gonna tell you something. I am not gonna sit around here with your stank-robe-wearing, slipper-shuffling, resume-polishing, little-kids-don't-like-me blues. Now, I'm about to go out and I'm gonna get me a 16-piece nugget dinner. And when I get back, I wanna see a new attitude, mister. And for God's sakes, clean yourself up.

Carlton: Will, you couldn't possibly understand. I mean, how could you? You've got everything. You have the job, you have the girls, and damn it, you've got the height. You don't know the blues. How could you?
Will: Oh, heh. Oh, I don't know the blues, huh?
Carlton: That's right.
Will: Oh, yeah, like everything's been perfect for me. You know, like growing up in the projects.
Pappy: [sings and plays guitar] Growing up in the projects
Will: Never having any money.
Pappy: Ain't never had a dime
Will: Never knowing whether my father was gonna come home.
Pappy: He left and he ain't come back yet
Will: Excuse me, Pappy, why don't you take a nappy?

Carlton: [on the phone] What? I can't be a Big Brother? They didn't like me? Well, you tell those little brats I don't like them either.

Will: What the heck is that?
Carlton: It's a fiber shake. I've got an interview with an old Princeton chum of Dad's. I need to be strong. I need to be alert. And I need to be regular.
Will: Ain't nothing in the world gonna make you regular, man.

Philip: Carlton, I had a talk with Frank Bradley this morning from Princeton. You ready for your big interview tomorrow?
Carlton: Am I ever. I've been enhancing my resume all week. I applied for a job at Dole headquarters. And yesterday, I went down to the rec center to become a Big Brother.
Will: Now, why you go and do that? You certainly ain't big, and as far as being a brother.... [laughs]

Carlton: Will, this sweater will work for my interview tomorrow, right?
Will: Uh, that depends, are you going as Archie or Jughead?

Will: [answers the phone] Hello? Dole headquarters? No, man, we don't want no pineapples.

Will: Hey, Ashley? What's up?
Ashley: [talking on the phone] That's right, 8:00. Sure, bring whoever you want. Music? Are you kidding? Of course. There's gonna be wall-to-wall music.
Will: Whoa, hey, hey, hey. What do you think you're doing, young lady?
Ashley: [to Will] My parents are away, I have the house to myself. I'm having a party, duh.

Ashley: Will, what are you doing?
Will: I gotta get barbecue sauce. Dude tried to play me down there. You know, they give you the same amount whether you get six or 16.