[flashback:]
Carlton: Will, this is your first day. And I think you're rubbing a lot of people the wrong way.
Will: Carlton, here in Boys Town I don't want to rub anybody any way.
Carlton: That's not funny. Nothing you say is funny.
Will: What, did you like pass out in history class? I had them rolling.
Carlton: The people who count were laughing at you, not with you. I mean it, Will. When you're snubbed, don't say that I did not warn you.