Jazz: Man, y'all butchered that song.
Will: Hey, C, I'm telling you, if the Commodores heard you singing they'd tie you down to the tracks and run you over with the soul train.
Carlton: You know, I can understand why you're threatened. After all, you two possess absolutely no musical ability. Face it, you're so jealous, you're green.
Will: All right, but just out of curiosity, Carlton, what color are you?
Carlton: Oh, here we go again. Look, just because I grew up in the best neighborhoods and pronounce the "i-n-g"s at the end of my words doesn't make me any less Black than you.
Jazz: No. It's that tie that does it.
Will: Face it, C, I'm telling you. If you went down to Jazz's neighborhood looking the way you look and talking the way you talk you wouldn't come home walking the way you walk.
Carlton: And what neighborhood is that?
Will: Compton.
Jazz: And if you can make it there, you'll make it anywhere.

Will: Well, here we are, C. Jazz's crib.
Carlton: Crib: house, dwelling, domicile.
Will: How did you know that? Hip-hop flash cards?
Carlton: I made them myself. I've been cramming all night. I just hope I can get it out of my head before I take the SATs.

Will: Aunt Viv, what are you doing here?
Vivian: What does it look like I'm doing here? I came to get my boy.
Carlton: Mom, I can explain. We were on our way to San Francisco when I realized I had a Sociology report to do...
Vivian: Don't even try, Carlton. Will told me everything. [others groan]
Carlton: It was a bet.
Vivian: A bet? I don't care. Carlton, you are not going to MacArthur Park tonight. In fact, none of you are going to MacArthur Park tonight.
Tiny: Wait a minute.
Vivian: Boy, do not test me.
Tiny: Yes, ma'am.
Vivian: Carlton, Will, get your things. I will be waiting downstairs in the car. And another thing, this place is a disgrace. You have a trashcan, honey. Use it.