Hilary: Congratulate me. It took all day but I finally found the perfect pair of alligator pumps to wear to the Save the Everglades rally tonight.

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.

Geoffrey: Allow me, sir.
Philip: Certainly, Geoffrey, if you think you can do any better.
Geoffrey: Mademoiselle. [kneels down] My life was but a mere whisper until you entered into it. Whether it was chance or blind fate or kismet, if you will, that brought us together, I would be remiss to let this moment pass without telling you how deeply you have affected the very core of my being.
Will: Ooh, baby!

Geoffrey: Ah, Miss Hilary. Did you have a good time at the Save the Everglades fund raiser?
Hilary: Geoffrey, these events are not about having a good time. They're consciousness-raising experiences. When you hear about all of the species that are on the brink of extinction, it's grim, grave, and very sobering.
Toni: Tom Cruise was near tears.
Hilary: Oh, wasn't he gorgeous?

Mimi: Look, before you get yourself all worked up into a lather, I just would like to say this. I am sick of you white-washed, preppy stuffed shirts.
Will: What?
Dr. Mumford: Look, I don't need some stooge who's going to play up to my father. I want a real man. Someone dangerous. Someone exciting. Someone from the streets. [Will laughs] What's so funny?
Will: Yo, baby. Yo, baby. Yo, baby. Yo, baby. Yo, your prince is in effect, baby. I'm not down with this preppy nonsense. Carlton told me to do this. Yo, baby, I'm definitely straight out the 'hood.
Mimi: That was the worst homeboy act I've ever heard.
Will: This is not an act. This is the real deal.

Will: So, what kind of guy does Dr. No say yes to?
Carlton: Fellas with good grades, good manners, good looks. In a word, me.
Will: So why haven't you made your move on Miss Mimi?
Carlton: Not my type. Doesn't tickle my fancy.
Will: Yeah, well, she can tickle mine.
Carlton: If only wishing made it so. Let's face it, Will. You lack the social graces to impress someone like Dr. No.
Will: Boy, you must be on dog food. I am the most handsome, the most intelligent and unequivocally the most flamboyant bachelor since Billy Dee.

Carlton: This isn't West Philly, Will. It's Bel-Air. And the women here are different. I guarantee you Dr. No will say no.
Will: Yeah? I bet he won't.
Carlton: I bet he will.
Will: I bet he won't.
Carlton: I'll bet he will.
Will: [to camera] Who says the art of conversation is dead?

Carlton: Observe, Will, this is how a perfect gentleman talks to a young lady. "Say there, Mimi, might I say that you rate a perfect 10 on my niftiness meter?"
Will: I don't think so. So, Uncle Phil, how did you used to crack on the girlies?
Philip: [laughs] What I'm about to tell you is going to change your life forever. Are you listening?
Will: Yeah.
Philip: First, I take her hand then I stroke it gently but imperceptibly, look deep into her eyes, blow gently in her ear, let my mouth curl up into a smile, make a low, rumbling, hypnotic sound. [rumbles]
Vivian: Ooh, Philip, that's what you did on our first date.
Philip: That's right.
Vivian: You're lucky you got a second one.

Will: The fish knife.
Carlton: [sleepy] Yeah, right. [waking up] No, it is right. He got it right. He got it right!
Philip: He did?
Geoffrey: [waking up] Get your own geisha. Excuse me, Master Carlton.
Carlton: Will, he picked out the fish knife.
Philip: Will, I want you to pay very close attention. Which one is the shrimp fork?
[Will places down the fish knife and picks up a fork]
Geoffrey: By George, I think he's got it.

Carlton: Okay, just remember you're from Connecticut, you're transferred to Bel-Air Academy, and you row on the crew team. Now, where did you transfer from?
Will: Bend over.
Carlton: It's Andover. We're going back home.
Will: I was joking, man. Relax.