Carlton: You know, Will? I don't have any friends.
Will: What are you talking about, Carlton? You got plenty of friends, man.
Carlton: You think people are your friends, but they're only that because of what you can do for them. Except you, Will. I don't do anything for you. Even when you make fun of me, I know you're doing it out of love. You haven't been doing that as much lately.
Will: What are you talking about, Carlton? I just called you Thumbelina this morning.
Carlton: Yeah, but your heart wasn't in it.
Will: Look, Carlton, let me tell you something, man. Lisa, that's my girlfriend and we're gonna be together, man. But that doesn't change the fact that you're my best friend. Stumpy.
Carlton: I'd cry, but my tear ducts are frozen.