Will: [v.o.] I feared the worse when I got to Duke's office. And I was right.
Will: Oh, Mama, no.
Will: [v.o.] I'd never seen a dead body before. Of course, Curtis sees them all the time. He works at the post office. Turns out the mob was trying to muscle in on the lucrative Philly-cheese-steak market. Duke told them, "Over my dead body." I sure do miss him.

Will: [beatboxing] Boy, your choking days is over. You're going to jail, fool. Lucky there's 5 inches of glass between us. Boy, I might just tear off into [screams] [choking]
Will: [v.o.] All I could think was...
Will: Turn around! [gasps]
Agent Moore: He saw you.
Will: You think?

Jazz: I bet it was the killer, right?
Carlton: Are you in or out?
Jazz: I'm out, I'm out.
Carlton: Tough break. Your full house would have beaten my seven high.
Jazz: I bet it was the killer, right?
Will: Look, Jazz, I just don't feel comfortable telling you any more, man. Who knows? Your life could be in danger.
Jazz: What life? I'm a married man. By the way, if Jewel asks, we were at our pottery class tonight. So I bet it was the killer, right?
Will: All right, all right, I'll tell you, but ante up first.

Jazz: I hate to say it, Carlton, but you and your family are spoiled. Sure, there was a homicidal maniac looking for you all, but you still got a free vacation on the government's tip.
Carlton: Royal flush.
Jazz: Mm. You win again. Something must be affecting my concentration. Go on, Will.
Carlton: Yeah, go on, Will. Jacks are better?

Will: Hey, Uncle Phil.
Philip: Big Zeke to you.
Will: Uncle Phil, how you gonna be mad at me? You always telling me to do the right thing.
Philip: So? You never listened to me before, why did you have to do it now?
Will: What was I supposed to do? Just let Duke's killer get away?
Philip: I know. I know you did what you had to do.
Will: Man, I just hope the FBI catches him before he gets to me.
Philip: You scared, son?
Will: Not so much now that you're here. Hey, man, look, want to try fishing tomorrow?
Philip: Oh, can't. Tomorrow I start my new job at the manure plant. Sleep tight, Floyd.
Will: Good night, Big Zeke.

Jazz: You know, there's one thing I can't follow.
Will: One thing?
Jazz: Yeah. While you all were in Deliverance, where was the hit man?
Will: Oh, that's a good question, Jazz.
Jazz: Thank you.
Will: Dude, why don't you tell him, Carlton?
Carlton: Well, I would, but I need a fresh deck.
Will: Um... The hit man was, uh... here in Bel-Air.
[cut to John 'Fingers' O'Neill reading a letter in the kitchen:]
Hilary: [v.o.] "Dear Neiman or Marcus, whichever of you gets this first. I'm being held hostage by my own government. Please send my fall/winter catalog care of Betty Mae Swilly, Deliverance, Alabama."

Will: [answers phone] Yep? Jewel. Yeah, the pottery class. No, no, no, we was at the pottery class. But, uh, the kiln blew up. No, Jazz, he... He busy picking vase particles out of his butt.
Jazz: Ow! Ow!
Will: Jewel, listen... [dial tone]
Jazz: I know that sound. I better get home.
Carlton: Wait a minute, you'll miss the best part of the story, where we meet the bear.
Will & Jazz:The bear?
Will: Oh, pfft, the bear. Yeah.
Carlton: Deuces are wild.

Will: Uh... You're the animal lover, Carlton, why don't you tell him about the bear.
Carlton: Sure. See, in order to find food we had to hike into the nearest town.
[flashback:]
Philip: Ooh, I'm tired. How long have we been walking?
Will: I don't know. About three, four minutes.

Will: Hey, thank you. You saved my life.
Big Bertha: What's your name, baby butt?
Will: Hey. Will... Floyd.
Big Bertha: Will Floyd, you ever been with a big woman?
Will: Uh... I was in the Statue of Liberty once.

Will: Thanks, Carlton, I had almost forgotten about Bertha.
Carlton: How could you forget? You almost married her.
Jazz: Man, this is getting complicated.
Will: Boy, tell me about it.