Will: Hey, what happened to you?
Carlton: Nazi trainer made muscles sore. Ugh.
Will: Dude, you look bad.
Carlton: Could be worse. Could be laughingstock of gym like you. [laughs]

Ashley: I just had the worst day of my life. Well, at least I didn't get beat up by a girl. [laughs]

Carlton: Well, today I have a little agenda of my own. I'm telling Stan we're through, nada mas, kaputski.
Stan: [o.s.] Banks!
Carlton: Coming.
Stan: Banks, you're late. Drop and give me 20.
Carlton: Okay, but that doesn't leave much for yogurt.

Hilary: I have to give you credit for showing up here again so soon.
Will: Why? I ain't got nothing to be afraid of. [a woman walks by] What you doing with that towel, girl? I mean, look, when I get through with Wonder Woman she gonna wonder why she messed with Will Smith in the first place.
Hilary: Oh, my God, you're here to beat up a girl?
Will: Oh. Oh, well, no. You know, I was just gonna rough her up a little bit.
Hilary: Will.
Will: Hey, you know, that's just a figure of speech, Hil.
Hilary: So, what are you gonna do?
Will: I'm... I'm... I'm... I ain't gonna do nothing. You know how to mess up all the fun, don't you?

Helena: You know, I'm sorry about yesterday. I didn't mean to pick on you like that.
Will: What you mean, yesterday? Oh! Oh, yesterday. You mean when you sucker-punched me.
Helena: No, no. When I knocked you senseless.
Will: You know, Helena, you actually said that like you believed it.
Helena: Oh, I did. And I'm ready to do it again.
Will: [goofy voice] Why do you keep doing that?

Helena: Just admit that you're afraid and I'll leave you alone.
Will: Hey, girl, let me tell you something. Ain't nobody afraid of you. [she punches him again] You know, you have a real aggression disorder don't you?
Helena: Oh, yeah?
[Will blocks her shots and then manages to grab her arms]
Will: Is there anything else?
Helena: That was really impressive. Take me.
Will: Girl, you a little freaky deaky, ain't you?
Helena: Now.
Will: Shoot, you don't have to tell me twice.

Helena: Okay, Ali in his heyday versus Mike Tyson.
Will: Girl, you crazy. Ali all the way.
Helena: No, Tyson all the way.
Will: [high-pitched] Oh! Are you crazy? What is wrong with you?

Carlton: That's it, I'm through with that trainer. Carlton Banks is fine the way he is. I told Callahan, in no uncertain terms, he can't push me around anymore. At first, he wasn't comfortable with it, but I told him, "Tough, get comfortable with it." I stood up to him like a man. I told him where to put his gold package.
Will: What'd he say when you told him?
Carlton: He signed me up for the platinum package. It's twice the price but he promised no rudeness.

Will: Now tell me this. Tell me this. Sugar Ray Leonard versus Sugar Ray Robinson.
Helena: Sugar Ray Leonard. He had the speed.
Will: All right, I'll give you that. Now, this is a tough one right here. Now, how about Rocky versus Rambo?
Helena: In the ring or in the jungle?
Will: Mm. [they kiss]
Both: The jungle. [Will grunts like a chimp]