Philip: Just got back from dropping Nicky off at his first sleepover party. I met some of the parents, I couldn't believe it. Most of them are only few years older than you kids.
Will: Didn't none of them kids look like me, did they, Uncle Phil? I was just checking, man, just checking.

Will: Carlton, what's wrong, man? Are you having a Maalox moment?
Carlton: I'm practicing for Soul Train. I understand there's some dancing involved.
Will: Two things, Carlton. One, that's not dancing. And two, I would appreciate it if you stayed away from the show.
Carlton: And why, pray tell, is that?
Will: Again, two things, Carlton. One, because you say stuff like "pray tell." And, two, you're gonna mess up my chances of being the new co-host.
Carlton: You're going to be the new co-host? Gee, I guess they forgot to fax me that press release.
Will: Well, let me break it down for you, Teeny Petito. Now, Soul Train has been looking for a new co-host. And so far, nobody's worked out.
Carlton: And they're going to give you the co-host job based on what? Your love of Don Cornelius dolls?
Will: It's not a doll, man, it's an action figure. And you got no business even being on the Soul Hyundai let alone the Soul Train. So stay away from the show so you don't embarrass me.

Philip: Look, Will, I'm not gonna have some platformed freak make a fool out of me.
Lamont: Whoa, you're talking about one of the original Solid Gold Dancers. I danced at Sam Cooke's funeral.
Philip: You're gonna be dancing at your own funeral if you don't get out of my house.
Lamont: Overgrown Isaac Hayes-looking fool.

Will: [in deep voice] Welcome to the Soul Train 25th Anniversary Special. I'm Don Cornelius. Before we get started, I'd like to say: Get that damn flashlight out of my face! [normal voice] You kill me, Don.
Carlton: Are you still playing with that doll?
Will: Action figure, action figure. Is that so hard to understand?
Carlton: Look, forget your stupid doll.
Will: Action figure.

Ashley: Hilary, sit down. I want you to take this test on your dateability.
Hilary: Please, Ashley, like some little quiz in Seventeen magazine has anything to do with my life.
Ashley: Come on, Hilary, it's just for fun.
Hilary: Okay, okay.
Ashley: All right. Question one. You're on a date and the guy tries to kiss you, what do you do?
Hilary: I don't have a date. Must you throw that in my face?

Will: One more point and I win.
Carlton: It's not over yet, pal.
Will: Well, basically it is. I'm gonna just sink this last shot for this final nail in your coffin.
Carlton: Always so cocksure of yourself, aren't you? Always the big winner. You may think you're better than me, but I've got something you don't. Tenacity. And if you think I'm gonna stand here and let you win then you've got another thing coming.
Will: 21-18, I win. Hey, you wanna play again?
Carlton: Same rules as last game?
Will: Yeah, sure. 0-18.

Hilary: Ashley, what do you say to the two of us girls going out tonight?
Ashley: Gee, Hilary, I'd love to, but I have a date. Well, you can come along if you like.
Hilary: Well, I don't wanna tag along or anything-
Ashley: I understand.

Will: Hey. Hey, Uncle Phil, man. You was like a real cool, hip, handsome dude back then, man. What happened? [Phil says nothing as he walks away] Man. No slap in the head or nothing. I'm scared.

Carlton: Me? You're the embarrassment, you urban urchin. Look, I know you don't think I'm good enough for Soul Train. But when I get there, I'll dance circles around you. Carlton Banks, soul brother number one.

Philip: Yes, well, look, we can't go to Soul Train anyway. I checked my schedule, and that's the same night as the Bar Association's chili cook-off.
Vivian: So?
Philip: Well, Vivian, you know I'm up for election. If I wanna keep my seat on the bench, I have to make appearances. Plus, it's damn good chili.