Will: Where do you live?
Cindy: I live with my stepmother and her two daughters... in Encino.
Will: So, do you work every night?
Cindy: Yeah. I have to stay at the cafe and wait for everyone to leave, and sweep up.
Will: Where'd you get this fly costume at?
Cindy: Well, I was sweeping up, and an old lady came in and she... Well, she... It's a long story. [clock chimes] Oh, no. I didn't know it was so late. I've got to go.
Will: No, no, Cindy, wait!
Cindy: I'm sorry, Will.
Will: [to camera] Uh-oh. Her slipper. Could it be? I've been touched by magic.
Cindy: [returns] Oh, my God. I can't believe I dropped my shoe. Maybe I should try some of those insole thingies. Listen, here's my number. Call me tomorrow.

[fantasy:]
Geoffrey: Master William, you have another visitor.
Will: Come on, G, please. I got to get my homework done.
Geoffrey: Terribly sorry, sir, but he's otherwise engaged.
Quincy Jones: But I happen to be his close, personal friend. Will, I got a serious problem. Tonight I'm supposed to go in the studio and finish up a record. I can't find the lead singer. Now, this is real important to me. I need your help this time, man.
Will: First of all, let's check our ego at the door. Now look, Q, I saved your butt before.
Quincy Jones: I know. That ThriIIer thing.
Will: Q, as always, you need a singer, I'll get you a singer, man. [picks up the phone] Yo, what's up, man? This is Prince. Yeah, I got Quincy Jones over here. Dude is in pain. Could you come right over? All right. In a minute, babe. [hangs up]
Quincy Jones: Who was that?
Will: Oh, a close, personal friend.
Geoffrey: Mr. Al B. Sure.

[fantasy:]
Al B. Sure!: What's going on, man?
Will: Yo, what's up? I'm glad you could come on such short notice. I need a big favor.
Al B. Sure!: Anything for you.
Will: Quincy Jones, Al B.
Al B. Sure!: Sure.
Quincy Jones: Al B.
Al B. Sure!: Hey, Quincy Jones. What's happening?
Will: Yo, y'all get to work on that track.
Quincy Jones: Let's do it.
Al B. Sure!: Will, 8:30, I've got to see A Different World. I'm sorry.
Quincy Jones: Yeah, man. I love that show.
Will: Really?
Will: Hey, yo, K.
Kadeem Hardison: What? What's happening, babe?
Will: I want you to meet a couple of close, personal friends of mine. Quincy Jones, Al B. Sure. Kadeem Hardison.
Quincy Jones: Man, this dude knows everybody.

Geoffrey: Ah, Master William, there were three phone messages for you. From a Miss Karen, a Miss Judy, and a Miss Trisha.
Will: Oh, wow. What did they say?
Geoffrey: "How desperate do you think I am?" "Not on your life." And, "Ha ha ha ha ha... ha."

Philip: So, why did the security guard stop you, Hilary?
Hilary: It seems I fit the description of a shoplifter they've been trying to catch.
Vivian: What was the description?
Hilary: I don't know exactly, but it's fair to guess that "stunning" was part of it.

Hilary: Will, for your information, the skeleton over there is Elizabeth McGovern and the unicorn standing next to her is Kevin Bacon. And they both wish you would stop hitting on them. And why did you come as Elton John?
Will: I'm supposed to be Superfly, Hilary.
Hilary: Well, your super fly's open.

Hilary: What kind of outfit is that for a Halloween party?
Philip: I'm going as Comfortable Man.
Hilary: Is that a comic-book hero?
Philip: Sort of. He has superhuman bill-paying powers so he gets to dress however he likes.
Hilary: Love that costume, Daddy.

Will: It was a cold, dreary, wintry night. October 31 was the date. There was a couple of little kids dressed just like you trick or treating in Bel-Air around 8:00. Now, normally Bel-Air was safe and sound. But this year, things were ill. But, as on every Halloween, the parents sent their kids out not knowing this year it wasn't chill. There was a rude awakening in this Bel-Air town no more tranquility or peace. Not Jason, Michael Myers, or Freddie Krueger... but this monster was called the Bel-Air Beast. This monster was dreadfully ugly and he bothers you when you're all alone. A face like nothing you've ever seen before and he reeks of Polo cologne. He stalks his victims slowly, with the world's most terrible breath. But he doesn't use an axe or a chain saw he talks his victims to death. So if you see this monster run and don't look back, kids. This monster's called the Bel-Air Beast and, oh, my goodness, there he is! [kids scream to Will points at Carlton]

Melinda: Boys I'd love to go to the Halloween party tonight but I can only go with one of you.
Will: Okay. Tough luck, Carlton. Beat it, see you, scram, sayonara, peace out. And so long, screwy.
Woman: Not so fast. I don't even know you.
Melinda: Count your blessings.
Will: Now do you see, miss? This is an example of the difference between the two of us. I mean, while Carlton snaps at every opportunity to take a cheap shot, I'm the kindest, gentlest soul you'll ever want to meet. Melinda, I'm nice to all people. Young and old. A couple weeks ago, Carlton's grandmother visited. Who kept her company? Not Carlton.

Melinda: Oh, that was awfully sweet of you to play cards with her.
Will: Sweet? Well, some would say that, but it was just me being my thoughtful self.
Carlton: Reality check. This guy is far from thoughtful. He's the most selfish, irresponsible person I have ever met. A few weeks ago, I went on a car trip, and this guy caused all kinds of trouble.