Will: [on the phone] Hello. No, this ain't Carlton, this is Will. Oh, Valerie. Yeah, yeah, you know what? I got some choice words for you too, girl. How you gonna j- Hello? Aahh! [puts phone down] Man, I could kill that Carlton.
Geoffrey: Master William, if you're serious, I could make a call.
Will: I was just kidding, G.
Geoffrey: Me too.

Nicky: Hey, Will, wanna play catch?
Will: Uh, I'm sorry, Nicky. Not now, man. I'm not in the mood.
Nicky: Carlton won't play with me, either. What's going on?
Will: Well, we're kind of having problems.
Nicky: Maybe you should talk to somebody.
Will: You're right. Look, Nicky, it's like this, man. We always make...
Nicky: Not me. I'm just a kid.

Hilary: Okay, Ashley. You ready?
Nicky: What are you doing?
Hilary: Driving lessons.
Nicky: Lesson number one: Use a car.

[fantasy:]
Old Carlton: [grunts]
Old Will: Damn, still alive.
Old Carlton: You know what keeps me going? The thought of dancing on your grave.
Old Will: Dance on my grave, will you? Damn.
Nurse: Come, Mr. Smith. It's time for your sponge bath.
Old Will: Oh, hey, good thing too, because I'm feeling dirty. Ha-ha-ha. Tootsie roll.
Old Carlton: Oh. Oh, my leg. My leg.
Old Will: Aw. Come on, girl, you gonna fall for that? What about my sponge bath? I'll let you shave me. Ha-ha-ha.
Nurse: Let me take care of Mr. Banks first.
Old Will: Oh. I get it. First you steal my girl and now you're gonna steal my nurse. You old prune. I ought to knock your teeth out.
Old Carlton: Go ahead, they're in the glass next to my bed.

Will: Mm. Valerie "The girl of my dream" Johnson, is in the house. Hey, you know, we got this little game that we play. You know, I ask her out and she says no, you know. Right now, she's winning 64-zip, but I feel lucky.

Will: I got an idea. How about we double date?
Valerie: A double date? Heh. No, see, I can't. My cousin has bad luck with men.
Will: Wait a minute, baby, you're not listening. I'm telling you, I got the perfect guy for you. A perfect gentleman. Listen, y'all come over the crib, you know, and we watch a little movie. We just chill.
Valerie: Will, what's the difference? If you don't go out with me, you're gonna go out with her or her or her.
Will: Wait, Val, Val, I'm hurt, you know. Now, come on, I mean, a guy can lie with his lips but he can't lie with his eyes.
Valerie: Will, I will go out with you.
Will: Ha-ha-ha.
Valerie: But it's not because of those fool eyes you just gave me. It's because I got no place else to go.
Will: Baby, you know what, I knew you was gonna come around. Why don't y'all roll past the crib you know, around 8:00? Give me time to pad the headboard. I'm kidding. You're sensitive, baby. I'll see you tonight, all right?
Valerie: Yeah, I must really be desperate.
Will: Ha, ha. I can't wait either, baby.

Will: Oh, hey, Carlton, you up for a blind date?
Carlton: Will, everyone knows that blind dates are usually dogs.
Will: Oh, please. I seen you out with plenty of women who looked like they had a little chihuahua in them.
Carlton: If you're referring to Conchita, I don't see her anymore.

Hilary: You missed a spot.
Geoffrey: Thank you, Miss Hilary.
Hilary: Ha, ha. You know, this housework stuff's kind of fun. Heh. There's another one.

Will: Hey, Carlton, about that double date, man...
Carlton: So you couldn't find anybody else? I guess I'm your only friend. How pathetic.
Will: You know what? Never mind.
Carlton: Okay, okay, stop groveling, Will, I'll do it.

Will: What the hell are you doing?
Carlton: I'm just setting the mood for our date.
Will: No, I don't think you understand. See, this is my date. You're just here running interference while I get my mack on. [buzzer] All right, now, that's them. You stand over there and try to look cool. Excuse me, Superboy? Scratch the cool. You just chill a little bit.