Will: Hey, Coach Smiley, what's going on?
Coach Smiley: Shut up, Smith. Can't you see I'm incognito? Give me 20 laps first thing Monday. No, wait, I don't want you hurting your legs before the big game. Banks, do his laps for him.
Will: So, what do you see, Coach?
Coach Smiley: Not a damn thing, Will, it's part of the disguise.

Nelson: You back again for another pre-game haircut? How you doing, young blood?
Will: Just a poor black man trying to make it in Bel-Air, Mr. Nelson.
What do you say, Joe? [buffs Joe's bald head] Hey, somebody want to know the future?
Joe: The girls like it.
Will: I'm sure they do, they can check their makeup in it.
Nelson: I heard about your last game. Boy, you was awesome. How many points you score?
Will: Ah, a mere 30 points an insignificant 18 rebounds, a minuscule 14 assists. In other words, for a small fee, I might be persuaded to date your daughters.
Joe: Boy, you ain't never gonna be that good.
Nelson: Boy, back in my day, we used to play basketball down in North Carolina. We ain't had no sneakers, so we played in high-top combat boots. And we ain't had no basketball, so we used a brick. And we ain't had no hoop so Cousin Junebug would hold his arms out in a circle like this. And all day long we slam dunked that brick off Junebug's head. Them was tough days, boy.
Will: Good thing you all wasn't into archery.

Joe: All right. Now here's my hero. How you doing, Marcus?
Marcus Stokes: What's up, everybody? Hey. Joe, nice hair. You keep saving these up, one day you'll have a sideburn.
Joe: Just because the roof blew off don't mean there ain't a log on the fire.
Marcus Stokes: So, what is up, Little Willie?
Will: Ah, ain't nothing to it, shorty. I see you slumming, what you doing down here in the hood?
Marcus Stokes: Oh, this may be the hood to you, brother, but this is home to me.
Will: What're you talking about?
Marcus Stokes: I live two blocks away from here, man. Born and raised.
Will: Wait, I thought you lived out in Malibu.
Marcus Stokes: Oh, I know you thought I did. You thought I was some snot-nosed, candy-pants preppy. But I'm your worst nightmare on a basketball court, money. I'm a homeboy, just like you.
Will: So, wait a minute. You ride a bus 20 miles a day to Malibu Prep?
Marcus Stokes: Nope. I run.

Nelson: Will, what you doing back so soon? You know my haircuts don't have no warranties.
Will: Yeah, well, you know, tonight's the big game, I wanted to come in and get a special trim. Don't cut me too short, though. I don't want you give me no "Hair Jordan."
Nelson: Well, if the people say you look pretty tonight be sure and mention Nelson's Golden Shears. Our motto is: "It may be nappy, but we'll make it snappy."

Nelson: Marcus' mother been working at the phone company ever since I can remember. And the kid's got so many jobs, he could be Jamaican.
Will: Well, my mom had about four jobs, and I had three myself. I was the only kid in preschool who knew how to downshift a big rig. And I'm gonna amaze that Georgetown scout tonight. A few years from now, I'll be dunking baskets in the NBA Marcus will be dunking donuts in a deep fryer.
Nelson: Which pro team you gonna play with?
Marcus Jr.: My daddy says I can play with a pro team.
Marcus Stokes: Not so fast, Junior, you got a ways to go yet.
Will: "Junior"?
Marcus Stokes: Yeah, Will, this is my son.

[fantasy:]
Carlton: Will, I got Tyson, Holyfield, Dr. J Dr. Ruth, and Dr. Pepper. Only in America. Sorry things didn't work out at the donut shop. And another thing, take this $1,000 bill and wipe your baby's nose.

[fantasy:]
Will: Wait a minute, this is whack. Hey, I don't even know if this baby is mine.
Baby: Hello, Dada? How you going to play a baby?

Carlton: Will. Wake up. Come on, it's time for the game.
Will: Oh, man. I dreamed you had hair like Don King.
Carlton: Did I look taller? So, you ready to show that scout what we're made of?
Will: Yeah, I guess so.
Carlton: Guess so? What kind of attitude is that for a champ? Come on.
Will: Hey, Carlton. You, you think it's rough having a kid?
Carlton: I don't think so. You just hand out cigars and hope its head rounds out.

Coach Smiley: All right, men, now think defense. Will, Stokes is your man, I want you to stick to him like white on rice. Sorry, it's a bad analogy.

Philip: Will.
Will: Hey, what's going on, Uncle Phil?
Philip: You okay?
Will: Yeah, you know. Guess I really blew it in front of that scout tonight, huh?
Philip: Son, you can't come down on yourself for losing. Sometimes you win, sometimes you lose. There'll be other scouts.
Will: Yeah, I know. I just felt like I really let everybody down. My game just wouldn't come together tonight.
Philip: Trust me, Will. I know it doesn't feel like it right now but what they say is true. Winning really isn't everything.
Will: Yeah, well, it is to Marcus Stokes.