Hilary: Guys, I'm trying to study. What are you doing?
Will: Keep away from Carlton.
Hilary: Oh, over here. Over here.
Geoffrey: Children, please! What if your parents witnessed this horseplay? Give me that chalk immediately.
Hilary: Keep it away from Carlton!
Will: Keep away from Carlton and Geoffrey.
Geoffrey: You've met your match, Master William.
[Geoffrey jumps up to grab the chalk from Will's hand.
Will: Geoffrey, get off me, man. As he and Will tussle, they fall back onto the couch]
Philip: Geoffrey?
Geoffrey: [stands up] May I get you something, sir?

Philip: Will, how many times do I have to tell you that this is our living room? How'd you like it if I went up into your room and suddenly started throwing chalk around?
Will: I'd be devastated.
Philip: [shakes with anger] Out.

Vivian: You singled Will out. They were all goofing around.
Philip: He was the mastermind, Vivian. Trust me.
Vivian: I just wish you'd be nicer to Will. Now, he joined the basketball team and you haven't said a word about it. Give him some credit.
Philip: All right. I see your point.
Vivian: Besides, I think it's a great opportunity for you two to find some common ground. After all, you were kind of a star athlete in college.
Philip: "Kind of a star athlete"?
Vivian: All right. You were a football god.

Vivian: Hilary, I appreciate you coming tonight. I know you're not a big sports fan.
Hilary: Mother, please, it's Will's first game with the team. I'm proud of him. If I didn't show up to support him, what kind of cousin would I be?
Vivian: Well, I think it'll be three hours well spent.
Hilary: Three hours?

[dream:]
Male voice: [v.o.] NBA superstar Isiah Thomas is used to having things his own way. But not today.
Isiah Thomas: How do you do it, Prince?
Will: Easy, Isaiah.
Male voice: [v.o.] Air Fresh gym shoes. Just pass it to Will.

Will: You wanted to talk to me?
Philip: Well, I have two tickets to the Lakers game. How'd you like to come?
Will: Word, I'm with that. You know, give the Laker girls an opportunity to check out a future Laker.
Carlton: Yeah, right.

Will: Your basketball? Uh, excuse me, your name is Spalding?
Carlton: Dad gave it to me for my birthday three years ago. It's my ball. Give it.
Will: Why are you in such a bad mood? You should be the happiest guy in the world.
Carlton: Yeah? Why?
Will: 'Cause you got out of that locker room alive. Yo, man, Coach Smiley was upset. Boy, you're lucky that was just a starter's pistol.
Carlton: I was trying to win the game.
Will: No, you weren't. You were trying to be the hero.
Carlton: Somebody else can be the hero besides you all the time.
Will: Alright, let's get something straight. I been here for two months, right? I been getting yelled at at home, screamed at at school, I been sent to detention, I've been grounded, threatened with expulsion on almost a daily basis. I finally do something I get credit for, and you can't take it. Well, man, I got news for you. I ain't about to sell myself short just to make you feel better. Grow up!

Philip: Okay, you two. What's this all about?
Will: Carlton doesn't want me to use his basketball 'cause he's afraid I might get it in the basket.
Philip: Will you two start acting your age? What I saw on that basketball court tonight was a disgrace.
Carlton: If I'd made that last shot, I'd be the hero right now.
Philip: Carlton, the fact that you missed the shot wasn't a disgrace. You stole the ball from a member of your own team.
Will: Yeah, and if you'd passed it to me, we would've won.
Philip: Oh, you would, huh?
Will: Of course, man, I can make that shot with my eyes closed and one hand tied behind my back.
Philip: Oh, was that gonna be your next trick? 'Cause you were like a one-man circus out there.
Will: Uncle Phil, the coach told the team to pass the ball to me.
Philip: Uh-huh. Did he tell you to woof at the crowd, kiss the cheerleader between plays, and shoot the ball backwards?
Will: No, I came up with all that fly stuff myself.
Philip: That wasn't fly, Will. A real star plays with the team. Maybe you should think about that.

Philip: When you stole the ball from Will and tried to make that Hail Mary shot what were you thinking about?
Carlton: I don't know.
Philip: Really?
Carlton: Well, I guess I was just thinking of the first game Will won and how you ran out on the court and you were so proud of him. I guess I thought it would be cool if it happened to me.
Philip: Carlton, you don't have to be a hero. I'm proud that you're out there giving it all you got.
Carlton: You started coming to games when Will joined the team.
Philip: I wanted to support him.
Carlton: But you wouldn't come when it was just me.
Philip: Carlton, I'd like to come to everything you do. I always come to your tennis games, to your debate matches, to your glee club concerts. Frankly, keeping up with your extracurricular activities is a 24-hour-a-day job.
Carlton: Did I mention I was elected editor of the yearbook?
Philip: I didn't mean to slight you. But I can't slight Will, either. His mother is 3,000 miles away. He needs a cheering section as much as you do. Maybe more. I'm gonna head up. Good night, son.