[flashback:]
Carlton: Will, let me explain something to you. In this society, we have this silly little thing called order and we have rules to preserve that order. If we let people break the rules, there would be chaos.
Will: We have rules where I'm from, too. And they say you don't rat on people.
Carlton: Will, the more you cling to your old ways and refuse to listen to reality, the harder it's going to be for you to fit in with my friends.
Will: You just don't get it, do you, man? I don't want your friends. All right? If I woke up one morning and I had all of your friends and I was an Alligaroo and I wore those cute shirts with the little horses on them, I'd jump off the Empire State Building and hope to catch my eyelid on a nail.
Carlton: With quips like that, it's no wonder you're the toast of the town. Good night, Will.