Nicky: What you doing, Carlton?
Carlton: Oh, packing away my CDs. Will and I made a bet. For one week, I'm not allowed to listen to Tom Jones and he's not allowed to listen to that god-awful Biggie Smalls. We have $50 riding on it and I'm gonna win.
Nicky: Who's Tom Jones?
Carlton: Nicky, Nicky. Tom Jones is the King of Swing. The Tower of Power. Mr. Vegas. This guy's a legend. [sighs]
Nicky: Can I hear one of his songs?
Carlton: Oh, I'd love to, but no can do.
Nicky: Please?
Carlton: Well, I guess one song wouldn't hurt. [Carlton dances as "It's Not Unusual" plays]
Will: Just couldn't hang on there could you, little fella?
Carlton: Darn.
Will: Thank you. Thank you very much. Thank you. [Carlton leaves] Here's something for your trouble, little brother. Thanks a lot.
Nicky: Five bucks? What do I look like? Come on, man. You got to break me off some.

Hilary: Oh, good, Geoffrey, you're here.
Geoffrey: No.
Hilary: When did I ever ask you for anything?
Geoffrey: You never stopped asking from the moment I started here.
Hilary: That's not true.
Geoffrey: In fact, as I remember I spent my first seven hours of service here installing wall-to-wall carpet for Barbie's Dream House. Carpet which had to be promptly removed.
Hilary: [scoffs] Well, it's not my fault that when Ken got home, he didn't like it.
Geoffrey: And it wasn't my fault the dollhouse burnt to the ground.
Hilary: Geoffrey, Skipper died in that fire. I don't even wanna think about it. Look, I need you to hem this dress.

Carlton: Nicky's first sleepover. Ahh. I'll never forget my first overnighter. Ned Martin's house. Raised all kinds of heck. Drank hot chocolate. Had pillow fights. Watched the O.J. trial. What a night.

Mad Dog: Who the hell are you?
Will: Um... [waves around] This is just a dream.
Carlton: We're not really here.
Mad Dog: Stop that.
Will: Carlton, stop.
Mad Dog: [stands up] I said, who the hell are you?
Will: Um... Surprise! Hey, man. We from L.A. Stripper Gram. Yeah, you know. We got a special birthday wish for you from Tiffany. Yeah, you know. [sings] Happy birthday to Mad Dog Happy birthday, Mad Dog
Mad Dog: It's not my birthday.
Will: Uh... Macho, macho man I've got to be a macho man
Carlton: Young man, there's a place you can go I said, young man You're all out on your own I said, Y-M-C-A Y- M-C-A

Mad Dog: You know what? Somebody in here is trying to play me for a fool.
Will: No, no, Mad Dog. None of that, man. No, you... You know...
Mad Dog: [locks door and swallows key] Someone's gonna die.
Carlton: [screams]
Will: Now, wait a minute. Now, hold on. Hold up. Hold up. Now, wait a minute. This Black-on-Black crime makes me sick. Now, if this is what we gotta do, just give me a damn minute with my cousin. [to Carlton] Um... We're about to die. All right, but the best defense is a strong offense, okay? So remember me for this. I'll see you on the other side. [punches Mad Dog] Sorry.
Carlton: Oh, my God. I just saw the state of Florida just pass over my head.
Will: Hey, hey. Hey, Mad Dog. Mad Dog. Bro, bro, you know... Come on, man. Shouldn't you be climbing up the Empire State Building?

Will: Oh, let me tell you now, that there was some good grub. That girl can cook.
Tiffany: What about you, Carlton? Did you enjoy your dinner?
Carlton: It was fine.
Sandra: You don't talk much, do you?
Will: Uhh, as a child, he was dropped on his tongue.

Sandra: That movie was pathetic.
Will: Pathetic.
Sandra: Naked women bumping and grinding on strangers' laps?
Will: And the way them guys just sat there and took it.
Sandra: How can anyone find that attractive? I mean, is our culture that diseased?
Will: You know, just thinking about it is making me feel dirty. You know, I'm gonna have to take a shower. You wanna join me? What am I saying? It's even infected me.

Michelle: Here, I have a special delivery letter for you.
Carlton: Odd. No return address. A special invitation from me to you for tonight. Please R.S.V.P. ASAP. Darn, another chain letter.
Michelle: Carlton, it's from me. [playfully punches Carlton]
Carlton: Sweet cheeks of Buddha, you pack a wallop.
Michelle: So you wanna go out tonight?
Carlton: Oh. No can do. I have to study tonight.
Michelle: On Saturday night?
Carlton: For some, it's bath night. For me, it's math night.

Tiffany: I think he's the strong silent type. Ooh. You are strong.
Carlton: Well, I'm no stranger to the gym.
Tiffany: Carlton, how about some dessert? I've got ice cream. Sweet chocolate ice cream.
Carlton: I'm a tutti-frutti man myself.
Will: What the heck is wrong with you, Carlton? That girl just offered you two scoops.
Carlton: I'm afraid I'm a one-gal guy.

Carlton: This is just great. I can't believe I let you talk me into this. I hate you.
Will: Shh! The dude is out there. He's gonna hear us.
Carlton: Hear us? He's gonna kill us.
Will: That is if your breath don't kill us first. Damn, man. Don't you bring a mint when you go on a date?
Carlton: As a matter of fact, I do. They're in my pants pocket. You wanna go get them for me? Oh, this is ridiculous. Mad Dog. I'm sure he's nothing but a pussy cat. [opens the door and takes a look at Mad Dog] He's gonna eat me.
Will: And then he gonna floss with me.