Will: Come on, Uncle Phil. Look, you know I love Lisa. I wanna be with her 24/7, you know?
Philip: Yeah, well, I'm with you so far.
Will: But every once in a while it's kind of like the Civil War. You know, the North got everything under control but every once in a while, it's a Southern uprising.
Philip: Oh, yeah, yeah. Well, I understand, see, but you have to remember that the North has right on its side so you better be damn sure that it wins the war.
Will: Uncle Phil, look, I'm trying, man but I got the feeling that the South shall rise again. And you know, I don't even know if it's fair to marry Lisa. You know, during wartime.

Will: Carlton, the customers are complaining there ain't no bacon in the BLT's.
Carlton: Well, where's the law that says the B has to stand for bacon? Read the damn sign.
Will: Bread, lettuce and tomato?
Carlton: Well, we had to cut back somewhere. Last month, our outlay exceeded our revenues. But I don't expect you to understand that.
Denise: Ahem. Excuse me. Can I ask you a question?
Will: Excuse me, Carlton, but a beautiful woman wants to talk to me. [mimics Carlton] But I don't expect you to understand that.

Philip: Now, okay? Now, we're walking. We're walking. Ooh... Beautiful woman walks right on by. Looks just Diahann Carroll.
Will: Ah. Phillip.
Philip: What, Vivian? I was looking at that woman. I mean, she's gorgeous, but she doesn't do a thing for me. Baby, what is it that you have that she doesn't?
Will: [high-pitched voice] A mean left hook.
Philip: Oh, come on.
Will: [normal voice] I apologize. I was just playing, Uncle Phil. You're right, I see your point.
Philip: Ain't that the truth. Now, but you don't push your luck because you're just a beginner. If Toni Braxton walked by, you just put on your sunglasses.
Will: Oh, man, I don't need none of that stuff. I got it completely under control. I don't care if Toni girl goes galloping by on a white horse buck-naked, you know what I'm saying? [mimics horse neighing] She better be traveling fast, though. Snatch her little butt down off there.

Ashley: Will, Lisa, this is Kevin.
Will: Oh, hey. Kev, what's up, man?
Kevin: Uh, I don't know.
Ashley: [to Will] Hey, you're not exactly splitting atoms either, okay?

Ashley: Carlton, being attracted to someone isn't a crime. Isn't that right, Will?
Will: Why are you asking me? I ain't never been never attracted to nobody in my whole life.
Ashley: Will, I wasn't talking about you. I'm seeing this guy and he's so beautiful. He's got great eyes and a great chest.
Will: Will you stop it? I mean, is that all you women think about is eyes and chests and butts?
Ashley: I wasn't thinking about his butt. Hey, I am now.

Lisa: I meant a wedding shower. Some of my sorority sisters wanna throw one for us this Saturday at the Hyatt.
Carlton: Excuse me, but I couldn't help overhearing from where I was eavesdropping, but why pay hotel prices when you could have the party at our house for free?
Will: Ah. Hey, that's decent, C.
Carlton: And I can get you a great deal on the mandatory catering. Hey, people are talking about our peacock pupu platter.
Will: Yeah, well, people are talking about you too, but that don't mean they want you at their party.
Carlton: I make a tuna pâté to die for.
Will: Or from. Hey. Hey, hey, hold up a second there, Chef-Boy-Are-You-Short.

Denise: Oh, come on, Will, I don't bite. Unless, of course, you want me to.
Will: Hey. Girl, stop it. My fiancée is right in the other room.
Denise: Mm. That's what makes it so exciting.
Will: Girl, you're like a Black Heather Locklear, ain't you?

Will: Well, safe as Carlton's back seat.
Denise: Will, please.
Will: Hey. Hey, look, we are only four floors up. I ain't got no problem doing a Wesley Snipes out this window.

Will: Lisa, baby... Look, Lisa, something happened between me and Denise but, baby, I swear to you that nothing like this will ever happen again. Baby, you got to believe me. I love you. [Geoffrey walks in] I want you to be my wife. [Geoffrey gets ready to back away] Wait, G, G. Hold it. Listen. Um, ahem. I need to talk to you. I kind of betrayed Lisa's trust. And I don't know what to do.
Geoffrey: Might I venture an opinion, young sir? You and Miss Lisa are about to embark on a lifelong journey together and you cannot hope to remain on course unless honesty is your North Star.
Will: Wow. You know, that's deep, G. Hey, where'd you get that?
Geoffrey: Popeye.
Will: Oh, dude got skills. Hey, G, you know what? You are right, man. I'm gonna tell Lisa, from now on, the truth, the whole truth and nothing but the truth.
Geoffrey: Good luck. [whistles]

Denise: I'm doing this crossword puzzle and I'm kind of stuck. What's a nine-letter word for incredible?
Will: Oh, that's easy. Will Smith.
Denise: Denise, a pleasure to meet you.
Will: Hey. [as Humphrey Bogart] Of all the campus dames in all the campuses in all the world why'd you have to walk into mine?
Denise: [laughs] Casablanca, right? I love Humphrey Bogart.
Will: Yeah, yeah, dude is cool. He ain't no Shaft, though, you know?
Both: Damn right.
Will: Whoa! Look at you. You know, most women can't appreciate the subtle nuances of a fine Shaft film.
Denise: Yes, well, I'm not like most women.
Will: You got that right.
Denise: What are you thinking right now?
Will: [inner monologue] You ain't wearing no bra. [out loud] So do you like the Pointer Sisters?