Kayla: Let me tell you something. I got four older sisters, all of them mamas before they was 18. None of them finished high school. Everybody's waiting for Kayla. I'm the last chance for the whole damn family and you have no idea what that feels like.
Vivian: Oh, I know what that feels like. And I know what it feels like to clean hotel rooms during the day and go to school at night just to get the high school diploma I didn't get.
Will: Aunt Viv, you dropped out of high school?
Vivian: It's not something I'm proud of, but I did it. My whole family was counting on me, too. But I couldn't handle the pressure, so I ran off with some guy and quit school. By the time I realized I'd made a mistake, it was too late. I was left with no education and nothing I was qualified to do. It took me years to get back. And honey, if you wonder why I seem to fit so well here it's because I worked damn hard to get here and I know I deserve it. Your problem is is that you don't know you deserve it. Will knows it and I know it, but unless you know it there is nothing more I can say.

Hilary: Daddy, if you're always losing your keys, you should use my system.
Ashley: What's that?
Hilary: Okay, like, I was always losing my car keys so I went down to the key store and had 30 copies made. That way when I lose a key, I always have another one. And next month, I do the same thing.
Ashley: That's your system?
Hilary: Absolutely. And I did the same thing with our house key.
Philip: You mean, there are copies of our house key all over Los Angeles?
Hilary: Don't worry, Daddy. I put our name and address on all of them.

Kayla: Your mama's so fat, they showed her a picture of her feet and she couldn't identify them.
Will: Okay. Well, you know what? Your mama's so dumb she went to the movies. It said, "Under 17 not admitted" so she went and got 16 of her friends.
Kayla: I shouldn't be talking about your mama. I feel sorry for your mama having such an ugly child.
Will: Say what?
Kayla: You're so ugly, she tied a pork chop around your neck just so the dog would play with you.
Will: Well- Well, you so ugly your mama had to feed you with a slingshot.
Kayla: You so ugly, that ain't a fade on your head that's your hair running away from your face.
Will: You know what, you so ugly... No, you know what, this is a good one. You are so ugly that if you... [stammers] Damn, baby. You so fine. [they hug] I would kiss you but I just had a chilidog.

Kayla: Professor Banks, I have to say that your Shakespeare class is my favorite course this semester.
Vivian: What's your favorite play so far?
Kayla: Henry V.
Will: And you know, that's surprising, because sequels tend to be a little disappointing. Did you happen to catch Rocky V?

Kayla: Anyway Henry V really deals with Shakespeare's most interesting themes.
Geoffrey: I've always favored Romeo and Juliet, which is based on the intellectual superiority of servants over those they serve.

Philip: Well, my favorite Shakespeare play is King Lear. The story of a strong, loving father destroyed by his children.

Will: I just have one question, you know. I hope it's not too personal or anything.
Kayla: What is it?
Will: Well, have you always been this stuck-up or did it take years of practice?
Kayla: You calling me stuck-up? You the one that's stuck-up.
Will: Me?
Kayla: That's right, my brother walking around fronting like you all that.
Will: Excuse- Excuse me, Miss Madam. But you're the one fronting like you all that when in actuality, you're about that much of that. You so stuck-up that your fingers got to make an appointment to scratch your damn head.

Vivian: Philip, have you seen my car keys?
Philip: Vivian, how many times do we have to go through this? Let's retrace your steps. When did you last have them?
Vivian: Last night.
Philip: Okay. When last night?
Vivian: When I said, "Yes, Philip, you can borrow my car keys."

Will: [as Popeye] Happy two-week anniversary, Olive Oyl.
Kayla: Thank you, Popeye. These are really pretty. You shouldn't have.
Will: Yeah, that's what my neighbor's gardener said. Man, look like you been studying with the hardness.
Kayla: You ever filled your head with so much information you felt like it was gonna bust?
Will: No. But I once got up to the third level of Super Mario Bros and, yo, it was hectic up there.

Will: Uh, the answer is "C." I'm not sure what you're studying but I found out that with multiple-choice you can't go wrong with "C."