Will: Thanks a lot for covering for me, man. But why did you do it?
Carlton: I don't know. I think I was still high. Will, how long have you been taking drugs?
Will: Come on, man, I ain't taking no drugs. All right, look, I thought about it, but... Look, you wouldn't understand, man.
Carlton: Will, you're not the only one who's ever thought about taking drugs.
Will: You're kidding.
Carlton: Hey, I've got a wild side. I don't always wear shower shoes at the gym.

Geoffrey: Master Carlton, I have to take this tray up to your mother, so on your way out would you mind taking out the garbage?
Carlton: Do I look like Roc?
Will: I don't know, Carlton, maybe if you shaved your head bald and sanded down the square part.
Carlton: Ashley, you take out the garbage.
Ashley: Why me?
Carlton: Because I'm bigger than you.
Will: See, that's not fair. That's only 'cause you got them shoe lifts in today.
Carlton: They're not lifts. I doubled up on my Odor-Eaters.

Philip: Good morning, Geoffrey. Isn't it a glorious day?
Geoffrey: Actually, sir, I have an impacted wisdom tooth, my hair is falling out, and I have a bunion the size of my fist.
Philip: Oh, no. We're out of Mrs. Butterworth's.
Geoffrey: Thanks for the talk, big guy.

Philip: Hey, Will, why don't you sit down and eat?
Will: Sorry but, Uncle Phil, I ain't got no time. Oh, man. Hey, look, any chance of you letting me balance this book on your head? Hey, you know I was gonna put the waffles up there but that's just a little too close to your mouth, you know what I mean?

Philip: Will, sit down. You're giving me motion sickness.
Will: Sorry about that, Uncle Phil. Man, it's like there's so much to do. I mean, between my school work and Cindy and, you know, my job and Cindy and, you know, basketball and Cindy... Wow, you think I'm neglecting Cindy?
Philip: Maybe you should take a little time off from work. You're gonna wear yourself out.
Geoffrey: Thank you, sir. It's nice to know that all my labors haven't gone unnoticed.
Philip: I was talking to Will.
Geoffrey: And I, apparently, was talking to myself.

Carlton: Will. Will. Will, wake up. Vanessa keeps staring at my pimples. What should I do?
Will: Stare at hers.
Carlton: Come on, Will, you gotta help me. This could be the biggest night of my life.
Will: Yeah, to go along with the biggest zit of your life.
Carlton: The least you can do is give me some vitamin E.
Will: Carlton, vitamin E is not going to help, man. A sandblaster is not going to help, man.
Carlton: Come on, Will, don't hold out on me. You have any or not?
Will: Look, I don't know. Look, check my locker, man. Look, and if there ain't nothing in there you can just pull your big ol' bottom lip up over your head.

Nurse: I'm sorry, folks, but this patient of ours has to get his rest.
Vivian: Well, we're not gonna leave our baby alone. We're gonna be spending the night.
Philip: We are? I mean, we are, yes. Could you get us some clean linen for that bed?
Vivian: Honey, I don't think we can both fit in that bed.
Philip: Right, and a chair for my wife.

Hilary: This is gross. I don't touch greasy, disgusting things.
Will: Well, just pretend it's buying you dinner afterwards.
Hilary: You take it.
Will: Yo, girl!
Hilary: And for your information, dinner comes first.
Will: Oh, it's like that, right? You're just gonna slam garbage at me.
Philip: Good morning, Will.
Will: Good morning, Uncle Phil. Here's your lunch.
Philip: Thank you.

Philip: Will, how about it? You sure there's nobody who can cover for you at the restaurant?
Will: No, I wish there was, Uncle Phil. I've got to make some extra money for the prom. I mean, 'cause I wouldn't feel like a gentleman if I made Cindy pay for my half, too.

Carlton: Look at my face!
Will: Please, man, we eating.
Carlton: Will. This is serious. The prom's only three days away, and I got a pimple.
Philip: Carlton, we're eating.
Carlton: I need some vitamin E. Oh, I should have seen it coming. It never fails. Every time I have a big date I get a big pimple.
Will: Well, judging by the size of that thing, you must be going out with Nell Carter.