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: I'm gonna go test the lock on my door. Good night, Carlton.
Carlton: What do you mean, "Good night"? This is my time to gloat.
Will: Gloat?
Carlton: I won the bet. I humiliated you in front of your peers. Plus, you said I couldn't handle Compton, and I did. I'd say it's time to gloat.
Will: Good night, Carlton.
Carlton: See, you're just embarrassed because I beat you at your own game. Look, I never judge you for being the way you are, but you always act like I don't measure up to some rule of blackness that you carry around.
Will: Hold up. Wait a minute. You don't judge me? You do everything but carry a big old gavel around. I mean, you treat me like some kind of idiot just 'cause I talk different.
Carlton: Differently.

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.