[flashback:]
Vivian: Well, I'm going to bed. I hope you realize how lucky you were that you weren't kicked out of school.
Will: Lucky? I gotta work every day after school to pay off the desk repair.
Philip: Before I cry myself to sleep, may I leave you with a few words of advice? If at some point tomorrow, or during my lifetime for that matter, you come up with another brilliant idea for something to do at school, stop.
Do nothing. Just stand there doing nothing, saying nothing, arms at your side like a zombie. Breathing just enough to keep the blood circulating. And no more. Could you do that for me?
Will: I'm sorry, Uncle Phil. I wasn't listening. What did you say?
[Phil lunges at Will before Vivian pulls him away]
Vivian: Good night, Will. Lock your door when you go to bed.

[flashback:]
Carlton: Well, all I can say to you, Will, is tsk squared.

[flashback:]
Dr. Bloat: Now may we turn our attention to history? Thomas Paine once wrote...
Will: [raises hand] Ooh, ooh, ooh, ooh!
Dr. Bloat: Mr. Smith?
Will: Weren't you the bad guy in GoIdfinger?

[flashback:]
Kellogg: Smith, ho!
Will: My man Lieberbaum.
Kellogg: Right. First name Kellogg.
Will: Listen, Cornflake. "Ho" is definitely not a word that you want to yell. I think the word you're looking for is "yo."
Kellogg: "Yo"?
Will: Yeah. It'll be easy to remember. It's like "oy" backwards.

[flashback:]
Simon: As president of student council, I declare this tribunal in session. Let's begin by hearing from Mr. Smith.
Carlton: Will, will you finally take my advice? Let me do the talking for you. [stands up] Gentlemen, my cousin has committed a vicious crime. He could not be guiltier.
Will: Oh, yeah. That's what I would have said.
Carlton: The fact is, young Will has not yet developed the social skills to adapt to the rarefied atmosphere of Bel-Air Academy or parties in Malibu. I recommend we put him on probation, ban him from all clubs sports, special events, the Alligaroos.
Will: No, not the Alligaroos.

[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.

[flashback:]
Geoffrey: Master William. I have been informed that due to your new after-school employment you will no longer be requiring your customary 4:00 snack. Could this be true?
Will: Yeah, afraid so, G. I might not even get home till dinner time, if that early.
Geoffrey: What a pity. Out of curiosity just what is the nature of your enforced labor?
Will: Kitchen duty. Fetching, cleaning, carrying, that kind of stuff.
Geoffrey: [almost drops the cups he's holding] Indeed. Oh, well. Chin up.
[After Geoffrey walks away, he is heard laughing uproariously]

Sasha: I wish I could see your sister's face when she finds Courtney's frog in her bed.
Ashley: You and me both. This is gonna be good.
Courtney: If she doesn't scream soon, I'm gonna have to give my frog a drink. Ferdinand gets dehydrated.
Hilary: [knocks] [o.s.] It's Will and Hilary. Open up. [girls scream]
Ashley: No. We're all gonna die.
Hilary: We wanted to say good night. We're going to bed just as soon as we finish this frog-leg soup.
Courtney: Frog-leg soup?
Will: It's mm-mm good.
Hilary: I wish you could have some but there wasn't enough frog to make more than two bowls.
Sasha: Can I have a bite?
Ashley: Sasha, they're eating Ferdinand.
Will: Ferdinand? This is a guy frog?
Hilary: Nighty-night. Don't let the snails bite.
Courtney: Snails?
Will: That's funny, I thought she said she put snakes in your sleeping bags. [girls scream] Psych! Psych!
Ashley: Um, that means "just kidding."

Will: I got a scary story, but I have to warn you it's really, truly frightening. Any of you have pacemakers on?
Ashley: No.
Will: See, what makes this story so scary is that it's true. It happened to a guy named Willbert. Wilbert Smithsonian. See, Wilbert Smithsonian grew up in Philly and he went to school in the 'hood, right? But this school he went to was so tough. I mean, it was graffiti everywhere, even on the principal. [girls ooh] But that's not the scary part. It all happened right here in Bel-Air when Wilbert was transferred to a private school. It was a living nightmare.

[flashback:]
Will: "Enter as boys. Leave as men." How long they trying to keep us here?