Will: I cannot believe you sweating this fool. I saw him stealing money out from under my secret plant.
Carlton: Will, just for my edification, what plant would that be now?
Will: Carlton, did you hear what I said?
Carlton: Look, you just can't get over the fact that there's a couple new guns in town. [British accent] I say, old bloke, what do you say we squire ourselves down to the local pub and chat up some birds?
Frederick: What?
Carlton: Wanna get a drink after dinner?

Will: What's up, G?
Geoffrey: Oh, Master William. I'm glad you're here. What kind of bike do you think Frederick would like? Mountain or racing?
Will: We gotta talk, G.
Geoffrey: You think I'm spoiling him, don't you?
Will: I think that ship has sailed. Look, G, what I'm about to say is gonna hurt you. It's gonna hurt you bad, but I'm gonna just cut to the chase. Because I'm about to practically annihilate you. All right? But I'm gonna get right to it. All right? Because this is gonna sting real, real bad. I ain't doing no pussy-footing around-
Geoffrey: Master William hurt me already.
Will: All right, G, Frederick is not what he appears to be. He stole from me. He stole from you. He's on a plane back to England with no intention of going to butler school. And you're never gonna see him again.
Geoffrey: Hello, Frederick.
Will: Three out of four ain't bad.

Frederick: Sorry, I should explain. My name is Frederick Vickers.
Geoffrey: Penelope's your mother?
Philip: So it's true?
Geoffrey: Well, we were married. Briefly. But we had no children.
Will: That's right, G. Stick to your story, man. At least till the blood test come out, man. Don't tell him nothing.

Philip: Oh, Hilary, if I didn't know any better I'd say you were reading.
Hilary: I am. This is fascinating.
Philip: What's it about?
Hilary: Me. Frederick's arrival's made me wanna look into my own past, you know? Look at all of this. It's all me. I have enough stuff here to write a book.
Philip: Kind of a riches-to-riches story, huh?

Philip: Geoffrey, are you all right?
Geoffrey: Never better, sir.
Philip: What is all this stuff?
Geoffrey: Oh, they're for Frederick. Transformers. They're on special. A mitt. A football. A tool set. And, just in case, a book on interior design.
Philip: Geoffrey, I hate to break this to you, but you're about 10 years too late. And boys Frederick's age don't play with toys.
Will: Ooh! Transformers. I've been looking for Razorbeast since, like, October.
Geoffrey: I must admit, sir, I'm at a loss. You've raised four children. Well, five if you include...
Will: [screams] Bow before Razorbeast or I will crush you.

Philip: Geoffrey, I have known you for years. You will be a great father.
Geoffrey: But, sir, I don't know anything about him. I don't know what his interests are. I don't even know whether he would prefer a loose or a firm pleat.
Philip: Geoffrey, you will have plenty of time to find everything out.
Geoffrey: Had I known I was a father, I would've known all this. I would have been there.
Philip: I know you would have.
Geoffrey: I'm so nervous. I just don't want to let him down.
Philip: Geoffrey, you will do fine. Just be yourself.
Geoffrey: Does that mean I don't have to play catch with him?
Philip: That's right.
Geoffrey: Oh, good. Then he doesn't have to know his dad throws like a girl.

Frederick: Have you noticed how Father holds that dish perfectly balanced in his right hand with his fingers just barely steadying it? Superb, Father.
Will: [to Carlton] England must be really boring.

Will: Come on. We got to rock this by the pool.
Carlton: Cool. I mean, that sounds like ripping fun.
Frederick: [laughs] I shall join you fellows out there shortly. I have to avail myself of the bathroom.
Jazz: "The bathroom." Damn, I gotta learn how to speak that language.

Will: Hil, I need to talk to you for a second. Now, look, what if you knew something that you really needed to tell somebody but you knew if you told them it would hurt them? Maybe even break their heart.
Hilary: Oh, no. I haven't grown into my nose.

Carlton: By Jove, that was a jolly good meal.
Ashley: You see this fork?
Carlton: Yeah.
Ashley: If you don't stop talking like that it's gonna be in your leg.