Carlton: Oh, Hilary?
Hilary: Yes?
Carlton: It's dinner time. Did you memorize our list?
Hilary: Yes.
Carlton: Well, let's just review. What do you do when I hit my glass with my spoon?
Hilary: I insult Will.
Carlton: Good. And what do you do when I clear my throat?
Hilary: I smack Will upside the head.
Carlton: Damn it, you're prepared! Let's go!

Carlton: Well, I might as well face it. I'm irresistible to women. Now I know what Tom Jones feels like.

Carlton: Oh, what a night. I made a killing. Twenty-six Milky Ways. And the Democrats say there's a recession.
Philip: What are you supposed to be?
Carlton: My idol, Macaulay Culkin. You know why he's my idol?
Will: Why? Because y'all the same height?
Carlton: No, because his movies have grossed over half a billion dollars worldwide. Not to mention, he's one heck of an actor.

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.

Geoffrey: Cell block 41 has arrived.
Carlton: Welcome, ladies. Please take a moment to sign our guest book. And now, if I can just have your thumb.
Bridesmaid: You know, I resent being treated like a common thief.
Carlton: Oh, you do, do you? Well, what kind of cold-hearted, vicious, evil crime did you commit?
Bridesmaid: Securities fraud.
Carlton: [exited] Really? An inside trader? So are you here alone?

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.

Hilary: Oh, and this is his latest: He gave me a list of embarrassing things I have to do at dinner tomorrow night.
Carlton: That's awful. Is he making you clean his room?
Hilary: No.
Carlton: Will you clean mine? [smiles]
Hilary: Carlton.
Carlton: I'm sorry, Hilary, but this is too good to be true. Why should Will have all the fun?
Hilary: Why, you little-
Carlton: Dad?
Hilary: I hate you!
Carlton: Be that as it may, I want these debate cards typed by tomorrow morning. Double-spaced.

Will: Now, remember, I'm wanted in five states, I'm hiding out from the police for robbing a gun store... And what did I do before then?
Carlton: You went to Penn State.
Will: I went to the state pen.
Carlton: Sorry. I thought Penn State was bad enough.

Carlton: Looks like I am gonna be pulling another all-nighter. I have to get my index cards together for the big debate match next week.
Philip: What's your topic?
Carlton: "When President Bush said he would never raise taxes, was he lying or just kidding?"

Carlton: Now what's really going on?
Ashley: Paula Hoover's been beating me up so Will's gonna show me how to fight her after school tomorrow.
Carlton: You should be ashamed of yourself, Will. Violence only begets violence. Now that is not the way you deal with a bully. Now I have found that as long as you pay them promptly, they pretty much leave you alone.
Ashley: I have been, and she still wants to beat me up.
Will: Yeah, yeah, yeah. That's why she has to defend herself. Put your hands up-
Carlton: Not so. You and Paula must find a common ground. Remember, "We must never negotiate out of fear but we must never fear to negotiate." John F. Kennedy.
Will: But never forget, Mama Said Knock You Out. LL Cool J.