Will: Yo, C, you look bad, man.
Carlton: Stop trying to butter me up, Will.
Will: Oh, come on, baby, give Mama a kiss.
Carlton: Look, go away.
Will: Come on, Mama knows, child, come on.
Carlton: Stop, Will, it's not funny. You ruined my life, you... You big poopy. You get everything you want without trying. You get picked first for teams, the cutest girls, everything. Why?
Will: 'Cause I don't say stuff like "big poopy"?
Carlton: Why don't you just go back to Philly?
Will: Do I detect a little hostility? You owe me some flowers, mister.