Will: Ashley, come here. Look, now, seeing as how this is your first real date I think there's a couple things you need to know. Now, listen, if you're gonna hold the popcorn, make sure you hold it up in plain sight so when he go reaching for the bucket he don't miss, talking about, "Oops."
Hilary: And stop at a gas station and make sure that tank is full.
Carlton: And if he tells you to pull his finger, don't do it.

Ashley: Daddy never gave Hilary a curfew.
Will: He was probably hoping she wouldn't come back.

Carlton: I guess that leaves the house to just you and me. I can write my paper while you study for your chemistry midterm. It'll be nice and quiet. We can clear tables just like the study center.
Will: Hey, you know what? I know how we can make it even more like the study center. I won't be here. Yo, I'm about to go run some ball. I'll get with you all later.
Carlton: But you told me you haven't studied yet.
Will: I haven't. Look, Carlton, I'm the king of cram. All I need is three solid hours and I'm cool.
Carlton: Will, let me tell you a little story about the grasshopper and the ant.
Will: Carlton, I really don't feel like hearing about you and your little friends, okay?
Carlton: Just listen. See, the grasshopper goofed off while the ant worked hard storing up food for the winter. When the winter came, the ant had food but the grasshopper starved to death. You know what the moral of the story is?
Will: Yup, even if we were insects, I'd be bigger than you.

Will: All hail, the king of cram is about to take his throne. [laughs]
Carlton: This is really sad, Will. It's 10:30 and you're just now cracking open that book.
Will: No, that's not true. I cracked it earlier when I had to write down this honey's phone number right next to the periodical table.

Philip: Don't I feel like an idiot? Ashley got home 20 minutes ago. She's upstairs talking on the phone.
Will: Oh, really?
Philip: Ah, that's a load off my mind. I think I'll go to bed. [yawns] Good night, Geoffrey.
Geoffrey: Good night, sir. Idiot.

Will: [to Nicky] You are getting sleepy. Very, very sleepy. Your eyelids are getting heavier. Your little head is drooping. [Carlton's head hits the table]

Will: Carlton, I need your earplugs, man.
Carlton: Hey!
Will: Come on, man. Listen, I can't concentrate. I read that same sentence like two million times. If this test covers more than: "Welcome to the exciting world of chemistry", I'm done.
Carlton: Maybe next time you should promise to yourself not to put things off until the last minute.
Will: You know what? You're right, man. And I've been wanting to squeeze your peezy little head like a grape all day long, and now is as good a time as any. Give me those earplugs. Give me your earplugs, man.
Carlton: Hey, I'm not sharing anything with you, mister. Who knows where those ears have been?

Philip: This ought to take care of that little sucker.
Geoffrey: Sir, that's air freshener.
Philip: Well, it's all we have. It might work.
Geoffrey: Yes, perhaps the scent of sea breeze will recall some painful memory for him, and then he'll commit suicide.

Will: Quick, get in here! You were lucky Uncle Phil didn't catch you.
Carlton: Well, there's still time.
Ashley: What's that supposed to mean?
Carlton: Remember last year when I skipped school so I could pre-register for jury duty? And a little somebody snitched on me? Well, missy, the tables have finally turned.
Will: Oh, Carlton, you're evil, man.
Ashley: Please, Carlton, don't tell, I'll do anything. I'll clean your room. I'll polish your Star Trek figurines.

Philip: Oh, that cricket sounds like it's coming from two places at once. Must be the ventriloquist of the animal kingdom.