Geoffrey: I think you have everything you need. And now if you'll excuse me I'm going to spend a quiet evening with my radio and Madonna.
Will: Look like you spending the evening with Little Richard.

Carlton: I really, really hate you.
Will: I hate you, too. Just get out of my bed, then. Ah, man, nice, firm mattress, just like the one at Paula's house.
Carlton: First, you steal my woman, and now you steal my bed.
Will: Look, man, let's get something straight right now. I did not steal your woman. I rescued her, and she thanked me... over and over, and over.
Carlton: [sings] Raindrops keep falling on my head, And just like the guy whose feet are too big...
Will: All right, stop singing. Over and over and over.
Carlton: Why don't you act like an adult?
Will: Why don't you look like one?

Will: Now look what you did, you idiot. You made me miss her call.
Carlton: That wasn't for you. It was for me.
Will: Carlton, give it up, man. She dumped you. I mean, you're like Prince Charles. You got the royal flush.
Carlton: I'm going to beat your butt.
Will: Yeah, what are you going to do? Jump up and bang your head against it?

Will: Hey, Carlton. I'm going to do something that's totally outside of my nature and I'm gonna take Uncle Phil's advice.
Carlton: You're gonna go play on the freeway?
Will: No, man, I'm going to be straight up with you. I'm going to tell you everything that happened between me and Paula. First time you brought her over here, man, I thought she was so fine and I wanted y'all to break up.
Carlton: That's very honest, Will, but I'm still mad. I guess I'll have to live with it.
Will: Wait, there's more. I told her you had tuberculosis.
Carlton: You what?
Will: Honest, I don't know, man. It just came to me. I'm sorry.
Carlton: I can't believe you did that. I'm gonna dig way down deep inside and maybe, in time, I'll be able to forgive you.
Will: Wait. There's more. I told her about your hand puppet.
Carlton: You told her about Binky?

Carlton: Wait, there's more. You remember your friend Jazz?
Will: Oh, my God, what did you do with Jazz?
Carlton: You know that funky smell coming from the basement? Psych. This honesty thing feels great. What do you say we tell Geoffrey why his citizenship never came through?

Hilary: Mmm. This smells delicious. You've really outdone yourself, Mom.
Ashley: Great oatmeal, Mom.
Vivian: Thank you.
Will: Um, Aunt Viv, in keeping with this new honesty thing this stuff kind of tastes like dry wall with raisins in it. [Uncle Phil laughs] And, Uncle Phil, you know you really shouldn't wear silk no more 'cause, like, when big folks wear silk...
Geoffrey: Well, since we're all being honest with each other, I'm bloody sick of the two of you going through my drawers. Here's your envelope. I hope you get what you want.

Vivian: I want to know, too, Philip. Okay, let's have a look at that sonogram.
Philip: Oh, my God.
Vivian: What is it, a boy or girl?
Philip: This isn't a sonogram. It's a bill for $25,000. This baby's costing me a fortune.
Will: Congratulations, you're having a Hilary.