Carlton: All right, you hooligans, disperse. Stop taunting my cousin just because he ran away from a fight.
Will: Look, stumpy, I did not run. I just... I just went to visit y'all for four years. Look, this is Chill, Soup, Steve, Word.
Chill: What's up, stumpy?
Will: Why won't you go upstairs if you gotta use the bathroom.
Carlton: Hey, mister, there's nothing worse than dirty Dockers.

Carlton: Gee, this playground makes the other one look like Club Med.
Carlton: Come on, what are you trying to prove?
Will: Look, man, you don't understand about reputations. I mean, they can follow you around like a bad smell. Maybe you do understand.
Carlton: I do know one thing, Will. A bad smell isn't worth a mouthful of bloody Chicklets.

Will: Okay, well, you're so stupid, you thought a quarterback was a refund. How about that? Hey, how about you so ugly, when you was born the doctor just slapped both your parents. And your mom... Oh, my goodness! She is like a doorknob, everybody gets a turn! [they all turn back] I guess the mom's the red button.
Okay, come on, let's go. Let's go.
Omar: Look here, man. I know what you're trying to do, but I am not gonna hit you.
Will: Then I'm gonna tell everybody you're a punk, then.
Omar: Be my guest.
Will: What about your rep?
Omar: Look, you see those guys over there? That's my rep. Brother, you need to grow up.

Hilary: Yeah, I don't wanna spend another minute in this sardine can. Thanks for everything, Aunt Vy.

Vy: Well, isn't this a surprise? Just me and you, just like old times.
Will: That's right.
Vy: Now, go clean up your room. Go on.

Vy: Well, what do you guys think?
Vivian: Vy, you have really perked this place up. Hasn't she, Hilary?
Hilary: Um... Yeah. I mean it's so... poor. [Vivian elbows Hilary] Ow.

Philip: Now, Geoffrey, we'll be gone for about four or five days. You know what to do.
Geoffrey: Don't worry, sir, the house is in excellent hands.
Carlton: Do we have to go?
Vivian: Carlton, your Aunt Vy is dying to show us how she's redecorated her home.
Philip: God forbid she should send a picture.
Vivian: Philip.

Carlton: Oh, all right, let's get it over with.
Will: Carlton, would you cool out a little bit, man. What, just because you're not going to some fancy resort somewhere that means you can't have a good time? It is a damn shame when people are spoiled by money. G, put some butter on that, bring that out to me in the car.

Philip: You know, Vy, we don't wanna be any trouble. Why don't we just make reservations at a hotel and just get out of your hair.
Hilary: Yeah, that's a great idea.
Vy: No, no, no. There is plenty of room right here.
Will: Yep, yep.
Vy: And I'll take it as a personal insult if you guys leave.
Will: Yep. Yep, yep, yep.
Hilary: How about if just I left? [Philip elbows Hilary] Ow. [Vivian elbows Hilary] Ow. That's what I get for being considerate.

Will: Hey, dude, give me four cheese steaks, man.
Duke: Four Joe Frazier's in cheese trunks.
Ashley: Joe Frazier?
Will: Oh, yeah, it means "big beef." Duke names all the sandwiches after people. Hey, give me one with mushrooms, dude.
Duke: Wrap one in fungus.