Carlton: How dare you not take Will. He's full of potential.
Top Dog: That's why we want him. It's you we don't want.
Carlton: Me? [music stops] But I did everything. I cooked, I cleaned, I hand-washed your toilets.
Top Dog: Everything your butler does for you. I'm not accepting no prep school, Bel-Air bred sellout into my fraternity.
Will: Homey, you can stop all that-
Carlton: No, wait, Will. I got this one. You think I'm a sellout, why? Because I live in a big house or I dress a certain way? Or maybe it's because I like Barry Manilow.
Will: He mean Barry White, y'all.
Carlton: Being Black isn't what I'm trying to be, it's what I am. I'm running the same race and jumping the same hurdles you are, so why are you tripping me up? You said we need to stick together but you don't even know what that means. If you ask me, you're the real sellout.
Will: Yeah, that's right, boy. And in the words of my illustrious cousin: "We will make like a tree and leave."

Philip: Vivian. Look, I've come to my senses. The bike is gone.
Vivian: It is?
Philip: Yes, sweetheart. Motorcycles and black leather will never make me feel as young as the love of a good woman. With you by my side, I will never grow old. I love you.
Geoffrey: Oh, sir, the body shop called. They said your motorcycle is completely totaled.
Philip: Thank you, Geoffrey.
Geoffrey: Oh, and the insurance company said you're covered for the damages to the ice-cream truck but have to pay for that box of Eskimo Pies you ate.
Philip: I said, thank you, Geoffrey.
Geoffrey: My pleasure, sir. Will there be anything else? My favorite soap is about to start.
Philip: What would that be, One Life To Ruin?
Geoffrey: [laughs] Sir.

Carlton: Hey, Top Dog, do you think the DJ has any Rod Stewart or Neil Diamond?
Top Dog: Gee, Carlton, I don't know. The last time we played them, the party just kind of got out of hand.
Carlton: I know what you mean. You should see what happens at their concerts.