Philip: Like I said the best thing we can do is just to steer clear of him.
Will: Uh-huh. Okay. Well, see I kind of took a different approach. I kind of, like, steered right at him, you know what I'm saying? You know, I think I may have strengthened his resolve to throw his whole life away. But I just wanna say to you, I don't think that should affect our relationship.
Philip: What are you talking about?
Will: Oh, so you need further elaboration. Well, see, Uncle Phil, now, you know I know I can beat Carlton at any sport, right? But then I had found out bowling ain't no sport. Shh. You know, so Carlton's not going to Princeton. He's going to join the PBA. I'm gonna go get a grub, want me to make you something?
Philip: Will, I find out that you contributed to my son not going to Princeton you will be picking my shoe leather out of...

Philip: Son, I think it's about time we had a little talk.
Carlton: Oh, I think we should.
Will: You're darn skippy, we should. You're darn skippy y'all should.
Philip: Carlton, you're right. It's always been my dream for you to go to Princeton. But it's been yours also. I never pushed you.
Carlton: I know. I just freaked out. When I got accepted and you brought down that box of achievements I just realized that I could never measure up to you. I got scared.
Philip: Son, this is not a competition. And it's perfectly natural for you to feel the pressure and get mixed up and start bowling. But bowling never solves anything, it just makes things worse.

Will: Better watch yourself, boy. Here I come. Penny, down low to Shaq. Shaq, back out to Penny for three. Boom, in Clyde's face. Ten bucks. Now give me my money, Pee Wee.
Carlton: Come on, double or nothing. This time, you're going down.
Philip: I can't believe you two, wasting your time. Aren't you both a little old to be playing video games?
Carlton: This isn't just a video game, Dad. This is the new 32-bit super system with digitized sound, VGA graphics and full-motion video.
Will: Yo, and it's real cool too.

Geoffrey: This has just arrived for you, Master Carlton. It's from Princeton.
Philip: Princeton? Open it up.
Carlton: I can't. What if it's a rejection?
Will: You've been rejected your whole life. You should be used to it by now.

Philip: Pa-yow! Passes down the court. There he goes. Blinding speed. Goes up for the lay... Ha, ha. Well, you see, you two left the TV on, and... And, well, I, you know You want a piece of me?

Will: Hey, Uncle Phil. Man, what's up? Hey, look, look, you got some spare change for a brother, Uncle Phil?
Philip: Well, Carlton's going to Princeton and you're panhandling. It's nice to see that everybody's reaching their potential.

Carlton: [sings] Crash through the line of blue [Philip joins in] And send the backs on 'round the end Fight, fight For every yard. Princeton's honor to defend. Rah-rah-rah!
Will: [sings] Throw you hands up If you wanna be down So come on Rah-rah-rah

Philip: Oh, God, it's been a long hard struggle, son, but you made it.
Carlton: It sure has. But I know it's not gonna be easy.
Philip: Oh, you're damn right. You're gonna finally find out the meaning of competition. Because at Princeton, they separate the wheat from the chaff. But you're ready. You're gonna be a part of the creme de la creme.
Will: So I guess that makes Pokey here the creme of wheat.

Man: Can I help you?
Will: Yeah. We'll take a size 12 and a three and a half.
Carlton: Six and a half.
Will: Oh. Thank you.
Carlton: Excuse me. These look like they've been worn before.
Will: Carlton, take the shoes and come on.

Will: Oh, C, man, you came up with the quickness.
Carlton: I did, didn't I? I mean, for the first time out, I wasn't bad.
Will: Dude, you rolled a 130. That's good. You know what that means?
Carlton: That I'm a natural?
Will: No. You gotta buy lunch.