Carlton: She used me, Will. Of all the students in all the universities in all the world, she had to sleep with me. I feel lower than dirt.
Will: That would be what, rocks?
Carlton: Yeah, I feel like rocks. Really dirty rocks. You were right, Will. There's no girl of my dreams.
Will: Hey, Carlton, check it out. How about we go down and we discuss this on solid ground, huh? I'll buy you some rocky road, baby.
Carlton: No. I'm never coming down.
Will: Carlton, you're gonna have to eventually come down. What happens when you gotta go to the bathroom?
Carlton: Down the hall, third door on your right.

Carlton: I'm so stupid. I'm a stupid, dirty rock.
Will: Carlton, man I've been thinking. Maybe if I didn't play you so much about being a virgin maybe you would've took things a little slower. And you would've realized that Joann wasn't "Miss Right." Maybe if me and Miss X had taken things a little slower, maybe we'd be a little better off than we are right now.
Carlton: Is the almighty Will admitting he was wrong?
Will: Well, there's a first time for everything. Of course, you know that.
Carlton: Look, if you don't mind, I really wanna be alone right now.
Will: All right, all right. Hey, you mind if I use the ladder this time?
Carlton: Do whatever you want.
Will: All right. You don't hate me, do you?
Carlton: No.
Will: It's a nice tree house you got here, man. At least you didn't outgrow your furniture, huh?
[After Carlton unhooks the rope ladder, Will screams as he falls to the ground. A cat meows as Will hits the ground with a thud]