Carlton: It's not unusual To have dad be proud of me It's not unusual 'Cause I love conformity And when I see dad hangin' with Will instead of me It's not unusual to see me cry I wanna die
Tom Jones: It's not unusual to mess up at any time And when I see you so down and out It's such a crime
Carlton: Did you ever wanna be loved by anyone And then you let them down I blew it yesterday My trust fund's gone away
Tom Jones: My friend it happens all the time And life will never do
Carlton: What you want it to
Tom Jones: Don't give yourself Such a hard time

Carlton: What happened, and where's Mom?
Tom Jones: Well, without you, your family was defenseless against Will. You see, they started to focus on happiness instead of success. Your mother ran away with the milkman, your father quit his practice to paint, Ashley does nothing but dance all day, and Hilary just does her hair. Well, maybe not everything changed.
Carlton: But they're not making any money. I mean, so what if they're happy? I mean, how are they going to afford this house our cars, our club memberships?
Tom Jones: Well, they can't. They're gonna lose it all. Happiness has ruined them.
Carlton: I've gotta save them. I've got to teach them about greed and social climbing, and how to claim your dog as a dependent.
Tom Jones: Now that's the Carlton I know. Maestro. [sings] It's not unusual To feel bad at any time It's not unusual To feel sad at any time
Carlton: But if I ever am in a jam at any time
Tom Jones: It's not unusual To find that I am there for you Whoa whoa oh whoa oh Oh Whoa oh Whoa whoa whoa whoa Whoa Oh Oh Alright Oh yeah

Will: Hilary, when is G getting back? I'm starving.
Hilary: Don't worry, Will, I made breakfast.
Will: Damn, I'm full. Couldn't eat another bite.
Hilary: Come on, Will. I know what I'm doing. Remember, I was a professional caterer.
Carlton: And you still would be if you hadn't poisoned those nuns.
Hilary: Hey, the autopsy was inconclusive. Bon apptit.
Ashley: Come on, let's give her a chance.
Will: Hmm. These eggs aren't bad. What's the crunchy stuff?
Hilary: Oh, great, you found my contact.

Ed: Mr. Carlton Banks?
Carlton: Yo, what's up? [breaks Rubik's cube] Sorry.
Ed: That's all right. I've been looking through your transcript, Mr. Banks.
Carlton: Oh, you don't have to call me Mr. Banks. My posse calls me Rap Master C.
Ed: Excuse me?
Carlton: [raps] Rap Master is my name. Ask me again and I'll tell you the same. [beatboxes] Didn't mean to dis you, can I get you a tissue? [beatboxes]
Ed: So, Rap Master I noticed that you are the treasurer of your young Republican Club.
Carlton: Three years running. But enough about that Bugie stuff. Let me teach you how to vogue. Strike a pose.
Ed: Mr. Banks, are you on some sort of medication?
Carlton: Let me teach you how to wear a hat.
Ed: Mr. Banks, please. Mr. Banks, you're nothing like what I expected.
Carlton: I'm not?
Ed: Your scores are topnotch and your grades couldn't be better.
Carlton: They are.
Ed: Unfortunately, at this time Princeton doesn't accept the clinically insane. Next!

Carlton: What the... Oh, my God, it's Tom Jones. What are you doing here?
Tom Jones: Well, I'm your guardian angel.
Carlton: No offense, Tom, but I always thought my guardian angel would be Black.
Tom Jones: Well, I knew Otis Redding.
Carlton: Well, anyway, I'm glad you came. I've been so unhappy.
Tom Jones: I know. Break it down to me.
Carlton: Huh?
Tom Jones: Tell me what's wrong.
Carlton: Well, it's kind of hard to put into words. I know...

Carlton: Look, please don't do this to me. Do you want me to beg? I'm begging you. Anything you want. You know, my sister Hilary's not bad-looking and after two drinks or so she'll do just about anything, so...
Ed: Are you through?
Carlton: My dad's got money. A lot of money. And if you played your cards right he just might...
Ed: Goodbye.
Carlton: Look, Ed you seem like an intelligent man. A man who knows what's good for himself. Accepting me would be very good for you, Ed, because I have friends. Big friends. Big friends with lots of body hair and mozzarella on their breath. Capisce?
Ed: Correct me if I'm wrong, but was that a death threat? Hmm?

Will: What's going on, guys? You're looking at your old Princeton fraternity pictures?
Carlton: Will, please. Princeton doesn't have fraternities. They have dining clubs. Where the leaders of tomorrow break bread and plan the future.
Philip: That's right, son. My dining club's what made me the man I am today.
Will: No, that's too easy.
Philip: And since you're my son you're guaranteed my seat in the club I joined.
Will: If you don't know which seat is his it'll be the one with the legs all bent out up from under it. Come on, I gave you a free one earlier.

Will: I don't see what the big deal is about Princeton anyway.
Carlton: Simple, they're interviewing at Bel-Air Prep this week. They're looking for a few good men.
Will: Darn, Carlton. If they was looking for a few good Pygmies, you'd have been a shoe in.
Carlton: Face it, ghetto goof, there's no one at Bel-Air Prep that comes close to having my grades or my willingness to flatter authority figures without a thought to personal dignity.
Philip: They'll be lucky to have you, son.
Carlton: And you're the guy who taught me. And by the way, you look really great in denim. See?

Carlton: Then who's the guy in the toga?
Philip: That's Bill Reingold. He's the president of Amatrax Oil.
Carlton: And the guy with his head in the toilet?
Philip: [laughs] That's Ben Winter. He's a great heart surgeon.
Carlton: And the guy getting slapped by the girl?
Philip: That's Clarence Thomas.

Philip: So, Will, have you scheduled your interview?
Will: Oh, man, I tell you, you ain't got to worry about me applying to no old Bugie or Muffy and Biffo chicken-head old kind of... Oh, oh... I just didn't have a chance to get around to it yet, Uncle Phil.
Philip: Do it tomorrow.
Will: Wait. Come on, Uncle Phil, I've already decided where I wanna go.
Carlton: Will, the standards of the Jim-Bob School of Trucking are pretty darn high.