Ed: So, Mr. Smith you want to go to Princeton.
Will: Well, actually, I wanna go to Sea World, but is Princeton along the way? [laughs]
Ed: You're funny. We frown on that at Princeton.
Will: Okay. Look, actually, I gotta be honest with you. I just came because my uncle made me. I really don't wanna go to Princeton.
Ed: Everybody wants to go to Princeton.
Will: Well, not me, amigo.
Ed: Then you're in luck, Mr. Smith. Your scores are mediocre, your grades would make an impressive batting average, and your extracurricular activities are non-existent. Unless one counts detention, in which case you lead the league.
Will: But my jacket is a fashion miracle, though, isn't it?
Ed: In short, you're not Princeton material. And your hat is on backwards. We frown on that at Princeton.
Will: Wow, y'all frown on a lot of stuff at Princeton. Bunch of sad-looking people walking around...

Carlton: What's the capital of Burma?
Will: Look, man, I don't know.
Carlton: Rangoon. Six hundred and forty acres is?
Will: I don't know, the size of Barry White's hot tub.
Carlton: A square mile. Who said, "It is better to die on your feet than live on your knees"?
Will: Ooh, I'm guessing that one wasn't Madonna.
Carlton: Emiliano Zapata. They made a mistake. You don't deserve to go to Princeton.

Carlton: That's it?
Ed: That's it. Close the door when you leave.
Carlton: There must be some mistake. Princeton's the only place I've ever wanted to go. It's the centerpiece of my life's master plan.
Ed: I hardly think you-
Carlton: You think I'm exaggerating? Look, this is my master plan. See where Princeton comes in?
Ed: Right after "lose virginity." You're even stranger than I thought. Thank you for your interest in Princeton, Rap Master. It's time for my 3:30.

Will: Yo, C, you look bad, man.
Carlton: Stop trying to butter me up, Will.
Will: Oh, come on, baby, give Mama a kiss.
Carlton: Look, go away.
Will: Come on, Mama knows, child, come on.
Carlton: Stop, Will, it's not funny. You ruined my life, you... You big poopy. You get everything you want without trying. You get picked first for teams, the cutest girls, everything. Why?
Will: 'Cause I don't say stuff like "big poopy"?
Carlton: Why don't you just go back to Philly?
Will: Do I detect a little hostility? You owe me some flowers, mister.

Carlton: Tom, you're the best guardian angel a guy could ever ask for. Do you think you could change history so that I've never been born?
Tom Jones: Well, not quite. But I could probably pull some strings and have you moved opposite Roseanne. But before I do that, I want you to see what things would be like if you didn't exist.

Carlton: Dad, before you start, I just wanna say I'm sorry about the death threat.
Philip: Son, I admit that wasn't exactly the bright spot of my day, but what really hurt the most is that you lied to me.
Carlton: But I didn't know how to tell you. I mean, you were so happy that Princeton wanted Will. I'd thought you'd like him more than me.
Philip: I could never like Will. Well, I mean, I like him... Wait a minute, here I am lying to you.
Carlton: I really blew it.
Philip: I'm sorry you won't get to go to Princeton. I know how much that meant to you.
Carlton: Dad, the only reason I wanted to go to Princeton is because I wanted to be like you.
Philip: You can't be like me, Carlton. Or like Will, or like anybody else. You can only be like you.
Carlton: There's no need to be cruel.
Philip: Son, who you are is just fine with me. I mean that. Carlton.
Carlton: Yeah?
Philip: You're grounded.
Carlton: Thanks, Dad.

Philip: Carlton, what I'm about to do is strictly forbidden. But since you're going to Princeton I'm going to teach you my club's secret handshake. Turn around, Will.
Will: You gotta be facing somebody's butt to do this handshake?
Carlton: It's a secret.

Will: Look, man, what are you doing here anyway? Your appointment isn't till tomorrow.
Carlton: Simple, I'm here to pick up the shattered pieces of your self-esteem to nourish you in your hour of defeat. And do you know why, Will?
Will: Because when I come out of here a broken man you wanna be the first person to rub my nose in it?
Carlton: No, I'm really here for you, Will.
Will: Then why did you bring a video camera?

Ed: Mr. Will Smith.
Will: Yo.
Ed: "Yo"?

Will: Look, actually, sir I just really don't know what Princeton would have to offer me. I mean, are there any cute honeys?
Ed: Mr. Smith, Princeton has some of the most intelligent young women in the country. There's no way I would make a crass generalization about such a diverse group.
Will: Any cute honeys?
Ed: No.
Will: Well, then I guess my work here is done. But as a parting gift... [solves Rubik's cube] Here you go.
Ed: How did you do that? I've been working on this thing for months.
Will: Yeah, well, take care, buddy.
Ed: Wait a minute.