Carlton: Hilary, whether or not I want to punish Will - and for the record, I haven't come out pro or con - why are you so mad at him?
Hilary: Alright, it's kind of a long story, but you have to promise not to tell anybody.
Carlton: Sure.
Hilary: First of all, I dropped out of college.
Carlton: Hilary.
Hilary: I know! I know!
Carlton: Mom and Dad are gonna kill you.
Hilary: I know, but the worst thing is Will found out. And now he's using it to make me do all kinds of humiliating things.
Carlton: Like what?
Hilary: He's making me clean his sneakers.
Carlton: Really?
Hilary: It gets worse. I have to hand wash his lucky "draws."

Hilary: Stop it, stop it, stop it, stop it! I can't take it anymore! I dropped out of school! There!
Philip: You did what?
Hilary: I dropped out of school.
Vivian: You dropped out of school?
Philip: When did this happen?
Hilary: Three months ago.
Vivian: Three months ago?
Philip: And you've been lying to us since then?
Vivian: Three months ago?
Hilary: If you'll let me explain.
Vivian: Three months ago?

Vivian: Maybe we haven't been clear enough about the rules of this house. You are not to blackmail other members of this family.
Will: Okay, I'm sorry. I didn't know.
Philip: You two are grounded for a month. And Will, added to the month you already have that should pretty much take you into fiscal '91.

Philip: Let's try this again. Hilary, what do you want to do with your life?
Hilary: I don't know. I guess I'll have to think about it.
Vivian: Well, while you're thinking about it, you're going to get yourself a job.
Hilary: Okay.
Philip: Good night.
Hilary: Mom, Dad? What kind of job do you want me to get? [they both walk away]

Hilary: Hi, Toni.
Toni: Hi. Sorry I'm late. I saw a lady wearing a sweater so ugly I was forced to pull over and yell at her.
Vivian: Hi, Toni. What are you two up to?
Hilary: The library. Big history exam.
Vivian: How did your English midterm go?
Hilary: I think I did great, Mom.
Toni: I think I failed it.
Hilary: Oh, will you cut it out? You always say you've failed and then you get the test back and you always get a "D."
Toni: You're right. I probably did fine.

Will: [to recorder] 1000 hours. Bike not fast enough to keep up with Volvo. Here at Toni's dorm room to determine where suspects are going shopping. Let's see what happens.

Kimmy: Can I get you something, Will?
Will: No, thank you. Actually, I'm trying to find Hilary Banks. There's been a family emergency.
Kimmy: Sorry, we don't know her.
Cindy: Yes, we do. You know, Toni's friend. The one who never wears anything twice.
Kimmy: Oh, yeah. Duh. Earth to Kimmy. I just haven't seen her around since she dropped out of school. [jackpot sound effect]
Will: Oh, yeah. Yeah, the midterms must have been a little too much for her.
Kimmy: Midterms? Hilary dropped out three months ago.
Cindy: So, this family emergency, is it, like, a big one?
Will: It's even bigger than I thought.

Hilary: Sorry I'm late. Time flies when you're studying.
Will: Ain't that the truth, Ruth.
Philip: How was your day, honey?
Hilary: It was great. I got a lot of work done on my physics research paper. [Will laughs] What?
Will: Oh no, I was just thinking about that funny thing that happened to you today.
Hilary: What are you talking about?
Will: How soon they forget. I'll explain. Well, today after school was out, I went to UCLA and sat in the back of Hilary's physics class.
Hilary: You did?
Will: Well, yeah, you remember. After all, you were in the class.
Hilary: That's right. You did, you did, you did.

Hilary: Listen to me, Will. You can't tell Mom and Dad.
Will: Excuse me? I don't think you're in any position to tell me what I can or cannot do, Miss Thing. [snaps fingers]
Hilary: I'll do anything you want. Just name it.
Will: Okay, well, thanks to you, I'm grounded for the next month. And all I want from you is that you make that month as pleasant as possible. It's that simple.
Geoffrey: At the risk of sounding redundant, dinner is served.
Hilary: We'll be right there, Geoffrey.
Will: Uh, Hilary?
Hilary: What?
Will: Carry me.

Hilary: Anyway, this fat guy in a really bad suit grabs him and goes: "Spider-Man, at last we meet again."
Will: That's Doctor Octopus, but his voice is a lot deeper than that. Give it a try.
Hilary: [deep voice] "At last, we meet again."
Will: And it's raspier.
Hilary: [raspier] "At last, we meet again."
Will: Come on, baby. You doggin' it.
Hilary: [deep and raspy] "At last, we meet again! " Happy?