Will: What's up, C?
Carlton: Oh, dear mother of God. This can't continue.
Will: What's wrong, man?
Carlton: Would you look? Red, yellow, brown, green. That's the way I understood it to be. But now, blue. Has the world gone mad?
Will: They're just M&M's, C.

Carlton: Will, I'm not in the mood for this.
Will: Oh. You not in the mood for this, huh? Well, look here, too short, if you wanna sit around and wallow in the stench of your own self-pity then you go right ahead.
Carlton: Will, you don't understand.
Will: Oh, no, I understand, you big baby. "My sweater shrunk. My grades are low. My head is too small for my body."
Carlton: It is?
Will: Oh, shut up, Carlton. Now, I'm gonna tell you something. I am not gonna sit around here with your stank-robe-wearing, slipper-shuffling, resume-polishing, little-kids-don't-like-me blues. Now, I'm about to go out and I'm gonna get me a 16-piece nugget dinner. And when I get back, I wanna see a new attitude, mister. And for God's sakes, clean yourself up.

Carlton: Will, you couldn't possibly understand. I mean, how could you? You've got everything. You have the job, you have the girls, and damn it, you've got the height. You don't know the blues. How could you?
Will: Oh, heh. Oh, I don't know the blues, huh?
Carlton: That's right.
Will: Oh, yeah, like everything's been perfect for me. You know, like growing up in the projects.
Pappy: [sings and plays guitar] Growing up in the projects
Will: Never having any money.
Pappy: Ain't never had a dime
Will: Never knowing whether my father was gonna come home.
Pappy: He left and he ain't come back yet
Will: Excuse me, Pappy, why don't you take a nappy?