Hilary: Ashley, you realize that modeling is a field in which they judge you solely on your looks? God, you are so lucky.

Carlton: Ashley, modeling is a waste of time. Oh, sure, you'll travel the world, wear beautiful clothes and make millions of dollars, but that's it.

Ashley: Oh, Daddy, Pemberton Modeling Agency wants me to sign with them.
Will: Come on, Uncle Phil. This is Ashley's big chance for me to meet Naomi Campbell.
Ashley: They're talking about putting me in a show.
Will: A big show. After which all the models are gonna wanna come home with Ashley and have coffee. Geoffrey, start making some damn coffee.

Will: Hey, Ashley, you know the way to get in good with the agency? You should throw, like, a little, you know, model slumber party.
Ashley: Thanks, Will.
Will: You know what, forget it. Forget the slumber party. Hey. Just invite them all over and we all just get butt-naked right here.

Philip: Look, Vivian, I did not know they were gonna keep me so late. But I'm gonna make it up to you. I bought us tickets for the ballet.
Vivian: But, Philip, you hate the ballet.
Philip: Worse than holding your purse, Vivian. That's how sorry I am.

Will: Now that is all wrong, Ashley. Now, look. You gotta suck those cheeks in. And then you gotta look like you got a real attitude problem, you know?
Ashley: Uh, Will.
Will: Oh, that is perfect.

Will: The pond is stocked and I got the worm on my line. You know what I'm saying? Whoo! Come to papa, girl. Get over here.

Carlton: I'm going on record as still being against this. Models are vacant and self-centered and not the type we Banks associate with. [to a pair of models] I'll pay you $20 apiece for your phone numbers.]
Receptionist: Miss Pemberton will see you now.
Carlton: Thirty. And when I call, you don't even have to say anything. Huh? Huh? Fifty.

Carlton: Let's cut to the chase, J.P. Twenty percent is out of the question. You give our client a contract we can live with or we walk.
Jewel Pemberton: Oh, so it's the 20 percent that bothers you. Well, then how does 10 percent sound? No, no, no. How about 5? You know what, now that I think about it, why should we get anything at all?
Will: Boom-bi-ya. Sound like we all on the same page here. Hey, so when she start modeling?
Jewel Pemberton: When she finds another agent. Tell your client she's fired.
Carlton: We could live with 10.

Will: [deep voice] One, two, three. Hey, Ashley [beatboxes] Will and Carlton are sorry Hey, kitty cat, hey, kitty cat Hey, kitty cat Help, help me out
Carlton: [high-pitched voice] We care about you very much
Will: Plea Plea Plea Please forgive us
Ashley: Will, stop it. Will! Please. I'm going to work now. Not to the glamorous career I've always dreamed of.
No, thanks to you, I'll be working at Dippity Do Dog until I'm dippity dead.
Carlton: I think it worked. I think she's feeling much better.
Will: [normal voice] I think you've been smoking a little bit too much of that cat nip.
Carlton: Hey, you take that back.
Will: Carlton, it's over. It's not over.
Carlton: What does he mean it's over? It can't be over.