Lieutenant Hendricks: Well, well, well, what do we have here? It's an honor, Your Honor.
Philip: Ha-ha-ha. That's very amusing, Hendricks. Look, why don't you save us all a lot of trouble and just drop this nonsense?
Lieutenant Hendricks: It's not up to me to drop it only the DA can make that call, but I thought you'd know that.
Philip: Look, the DA is not gonna file on this. It's garbage. Nothing happened.
Will: Ah. Well, we can't say nothing happened, Uncle Phil. You know, there was a couple of butt-naked honeys scattered around that place.
Lieutenant Hendricks: You know, when the press gets ahold of this, they're gonna have a field day. Lock them up.
Will: Oh, all right, I guess you just gonna do us like this, huh, bro? Just like that? I guess you wasn't at the Million Man March, huh? [as the masseuses walk by] Wait a minute. Wait, wait a minute. Wait a minute. This cell ain't full yet. Hold up, hold up. My back. My back.

Will: Wait, Uncle Phil, where you going?
Philip: I'm gonna call my lawyer.
Will: Wait, wait, wait. Uncle Phil, you might know your way around the mean streets of Bel-Air but I think you better let me handle this brother on the phone, all right? Hold up. Yo, bro, phone check. Hey, look, we got an important call to make.
Tiny: [on the phone] What's the big deal anyway? It wouldn't be the first time you broke somebody's legs. All right. I love you too, Mama. [hangs up] You want the phone?
Will: Uh... Y-yes, please.
Tiny: [pulls phone off the wall] It's yours.
Will: [to Uncle Phil] It's for you.

Will: I'm thinking that in a week when we look back on this, we are just gonna laugh. [off Uncle Phil's look] Maybe two weeks.

Tiny: I got it. Edison Field, fall of 1967.
Philip: That was the Dartmouth game. Tiny Williams.
Tiny: Oh. And you're Big Phil Banks.
Philip: How you doing?
Will: Wait a minute, so you guys are old college buddies. Hey, it's a good thing, man I thought we was gonna have to Bruce Lee you up in here, you know? Skippy?

Philip: Oh. I haven't seen you since you had your accident in the big game.
Tiny: That was no accident at all. That was clipping.
Philip: Oh, come on, that's not what the referee said. And what about that shot to the helmet during the last play? What was that?
Tiny: A shot to the helmet? [both chuckle]
Philip: Oh, so how you been?
Tiny: Man, my knee was never the same after that game. Lost my scholarship, had to leave school, and then I got drafted. Ended up with a head full of shrapnel. Couldn't hold a job once I got back. So to make a few bucks, I drove a friend's car a cross-country for him. What he didn't tell me was there was 40 pounds of pot in the trunk. I did 10 hard years, and finally got out. But after that, my life started to go bad. How about you, Banks?
Philip: About the same.

Hilary: Why aren't you talking?
Carlton: I'm not, not talking. I'm just not talking. Why aren't you talking?
Hilary: I am talking. I'm the one who just asked a question. You're the one not talking.
Carlton: Having to participate in this inane conversation would keep anyone from talking.
Hilary: Well, I think you're feeling guilty and that's why you're not talking.
Carlton: What in the world would I have to feel guilty about?
Hilary: You profited from another's misfortune.
Carlton: You're the one who went to the shelter to get the free publicity.
Hilary: Yeah, but you're the one with a letter of recommendation in his pocket. Face it, you're a taker.
Carlton: I'm a taker? Miss "Daddy, can I have $300?"
Hilary: Right, Mr. "Hey, Big Guy can I have a copy of your will in case something happens to you?"
Carlton: That's called prudent planning.
Hilary: Yeah, if your last name's Menendez.

Hilary: You're doing it again.
Carlton: What?
Hilary: Not talking. Your guilt will consume you.
Carlton: See, you're a nag. That's exactly why you don't have a boyfriend.
Hilary: And you're a taker.
Carlton: Nag.
Hilary: Taker.
Carlton: Nag.
Hilary: Taker.
Carlton: Nag.
Hilary: Taker.
Carlton: Nag.
Hilary: Watch the road!

Steven: Hey, look. It's a little turkey from the little turkey. [laughs]
Carlton: A turkey? Hardly. In point of fact, it's a Cornish game hen. A flightless bird hale from the Isle of Wight. Braised in cognac with a hint of fennel. A fitting end for a noble fowl.
Steven: You're kind of weird.
Carlton: So you want one or not?
Steven: No, I probably shouldn't have one, Mr. Wilmore said that-
Carlton: You know what? This one's on me.
Steven: Cool. So you gonna be here over Christmas?
Carlton: Yeah.

Producer: Sorry, we're late. This is going to make a great holiday piece, Hilary. The public eats up this kind of stuff.
Hilary: Oh. Oh. I'm sorry, I don't think so.
Producer: What?
Hilary: I exploit people every day of the week on my show. It's Thanksgiving, I'm gonna take the day off.
Producer: Well, I hope the fire's still burning.

Carlton: That was really something.
Hilary: I know. I wasn't the least bit opportunistic. For the first time in my life, I thought about others instead of myself. Ooh. I'm tingling all over.
Carlton: I'm really proud of you, Hil.
Hilary: Oh, thank you. So are you gonna tear up that letter of recommendation? [Carlton tears it up] Oh, Carlton, I'm so proud of you too.
[After Hilary walks away, Carlton takes another piece of paper out of his pocket and kisses it]