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."