Carlton: Where am I? Last thing I remember, I was doing the running man to I Will Always Love You.
Will: Carlton, you're at a hospital.
Carlton: Wow, I feel terrible. I never thought losing my virginity would be this painful.
Will: Carlton, I got some bad news.
Carlton: Oh, God, I malfunctioned.
Will: No. See, you never made it past the dance floor. Those pills that you took weren't vitamins.
Carlton: What were they?
Will: Look, you gotta promise you're not gonna overreact.
Carlton: What could be worse than finding out I'm still a virgin?
Will: It was speed.
Carlton: Oh, my God. I'm a drug addict and a virgin!

Carlton: For a long time it gave me nightmares... having to witness an injustice like that. It was a constant reminder of how unfair this world can be. I can still hear them taunting him: "Silly rabbit, Trix are for kids." How come they just couldn't give him some cereal?

Carlton: It's not unusual To have dad be proud of me It's not unusual 'Cause I love conformity And when I see dad hangin' with Will instead of me It's not unusual to see me cry I wanna die
Tom Jones: It's not unusual to mess up at any time And when I see you so down and out It's such a crime
Carlton: Did you ever wanna be loved by anyone And then you let them down I blew it yesterday My trust fund's gone away
Tom Jones: My friend it happens all the time And life will never do
Carlton: What you want it to
Tom Jones: Don't give yourself Such a hard time

Carlton: What happened, and where's Mom?
Tom Jones: Well, without you, your family was defenseless against Will. You see, they started to focus on happiness instead of success. Your mother ran away with the milkman, your father quit his practice to paint, Ashley does nothing but dance all day, and Hilary just does her hair. Well, maybe not everything changed.
Carlton: But they're not making any money. I mean, so what if they're happy? I mean, how are they going to afford this house our cars, our club memberships?
Tom Jones: Well, they can't. They're gonna lose it all. Happiness has ruined them.
Carlton: I've gotta save them. I've got to teach them about greed and social climbing, and how to claim your dog as a dependent.
Tom Jones: Now that's the Carlton I know. Maestro. [sings] It's not unusual To feel bad at any time It's not unusual To feel sad at any time
Carlton: But if I ever am in a jam at any time
Tom Jones: It's not unusual To find that I am there for you Whoa whoa oh whoa oh Oh Whoa oh Whoa whoa whoa whoa Whoa Oh Oh Alright Oh yeah

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."

Carlton: Oh, my God! Oh, my God! Oh, my God!
[Carlton runs out the kitchen door and around the side of the house]
Carlton: Oh, God. Oh, Lisa!
Will: [to himself] Gotcha. [laughs]
[Carlton runs in through the living room doors and back into the kitchen]
Carlton: No! No! Tell me you didn't. Oh, God. [Carlton drops to the floor and crawls back out the door]
Carlton: No, no, no.
[Carlton runs into the cabin]
Carlton: Will, no. Oh, my God, no! Oh, no.
[Carlton climbs the steps of the audience]
Carlton: How could you do that? Oh, no. Oh, my Oh, God. Oh, God. No.
[Carlton emerges from the elevator in The Peacock Stop]
Carlton: No. Oh, God, how could he do that? How could he do that?
[Carlton runs off set and hugs Will]
Carlton: Oh, my God! Oh, my God.

Carlton: My life is over. I'll be expelled. They'll send me away. I'll have to get a Jheri curl and a tattoo. I'll be subjected to over-crowding, bad food and daily threats of personal violence.
Will: Carlton, I don't think they'll send you to prison for cheating on a test.
Carlton: I'm not talking about prison. I'm talking about public school.

Carlton: Will, what are you doing in that tux?
Will: I'm going to the... um, the thing. Hey, man, I can say it to you. I'm going to the wedding, man.
Carlton: Great. Then you'll get to see my surprise. Since Aunt Janice is of the Negroid persuasion and Frank is of the Caucasoid persuasion, I've compiled a special medley of songs. Give a listen. [sings] Ebony and Ivory Live together in perfect harmony Because the world is black The world is white It turns by day And then by night Since she's got jungle fever He's got jungle fever They've got jungle fever We're in love. [talks] So what do you think?
Will: I think you were deprived of oxygen at birth.

Carlton: Hey, G, would you make me a sandwich?
Geoffrey: But, of course. [puts a slice of bread on Carlton's head] Now you're a sandwich.
Will: You can take it off your head. Uh, G, something wrong?
Geoffrey: You swindled me. I was planning to use that money on lottery tickets. The jackpot's up to $26,000,000.
Carlton: Wow! Could you imagine what life would be like with all that money? Buying whatever you want, driving fancy cars, dining in fancy restaurants. Wait a second, that is what life is like.

Philip: Hey, Will. How's your apartment? Is everything set up?
Will: Oh, yeah, yeah. It's cool, Uncle Phil. Thanks. All set.
Ashley: I haven't seen it. Has anyone?
Will: Oh, well, from... When I took the, um...
Carlton: Yeah, yeah. I have.
Hilary: Oh, what does it look like?
Carlton: Well, it's wall-to-wall doors and floor-to-ceiling floors. It's neat. It makes this place look tiny.