Will: Hold it. You knew Eldridge Cleaver?
Marge: Oh, we were all in the movement together. Me, El, Olifami, and Adisimbol.
Will: Wait, hold up. Olifami and Adisimbol, too? Man, that's unbelievable. Who the hell are they?
Marge: Phil is Olifami and Vivian is Adisimbol. [all raise their fists]
Will: Oh, okay, and I'm "About To Bust A Gut-a."

Philip: So, Marge, are you with a firm or on your own?
Marge: On my own. I'm still in the struggle.
Will: That's dope, Marge. You never gave up on what you believed in.
Marge: Oh, I do my best.
Will: Hey, check it out. Look right into the camera and say "Burn, baby, burn."
Marge: No, you can't take my picture. I mean, just wait for me to freshen up a little.

Marge: Look at this.
Hilary: Oh, my God. Who are those two weirdoes and who is that ugly little kid in the dashiki diaper?
Vivian: Those two weirdoes are your father and l, and that ugly little kid is you.
Carlton: The bone in your hair is a good look for you, Hilary.
Will: Yeah, you've got sort of a "yabba-dabba do."

Mr. Knotts: Carlton, this is... It's a very... It's... What the hell is it?
Carlton: Our assignment, sir. You asked us to experiment with shadow. I call this Bunny on a Wall.
Will: And I'm gonna call this Midget at a Desk.

Will: Wait, hold up. What about our trip to the Mapplethorpe exhibit? Don't you want our permission slips? Mine ain't forged this time. Hey, come on, Cornflake, where's your permission slip?
Kellogg: Are you kidding? My parents won't let me look at naked photos. They thought The Little Mermaid was pornographic.
Carlton: Turned me on.

Marge: You know what? I'm gonna call you Hasani.
Will: Oh, what, you just gonna dis me right in my face like that, Marge?
Marge: No, no, it's Swahili. It means "handsome."
Will: I like how you talk, Marge. I like how you think, too. Hey, you know what? I got a name for you, too. It's just "Too Legit To Quit."
Marge: Hey, that's pretty clever. Did you just think of that?
Will: Yeah, why? You like it?

Carlton: Gentlemen, we all agree that Mr. Knotts' dismissal is wrong but we have the rights to redress our grievances which is why I urge you to sign this petition. Sometimes a man has to be willing to put his name on the line for what he believes in.
Will: "Ricky Ricardo"? "Lucy, you got some explaining to do."

Will: Hey, look, fellas. There ain't no point in trying to reason with The Man when The Man is not trying to reason with you.
Kellogg: Right on.
Will: What we gotta do is get up in his grill and show him that we got the power.
Kellogg: Yes! Power to the people. Say it loud. I'm Black and I'm proud!
Will: All right. My man Cornflake got the spirit. He's a little confused, but he's got the spirit.

Will: Hey, look, what we got to do is take over this classroom. We gotta nail that door shut, and we gotta chain ourselves together to show them that we mean business, each and every one of us. Now y'all with me?
Carlton: Will, I think I speak for all of us when I say let's get the hell out of here.
Kellogg: Don't worry, Will. They'll never take us alive.
Will: Hey, calm down, man. I already bought my suit for the prom. Hey, look, what we gotta do is nail that door shut.
Kellogg: I'll call the handyman.
Will: Come on, man, we're radicals. We gotta do things for ourself.
Kellogg: You're right, my brother. Where are the safety goggles?
Will: Man, my butler forgot to pack them.

Will: Yo, you all right, man?
Kellogg: Yeah, I'm just hyperventilating. This is so exciting. We're like The Mod Squad, without Julie.
Will: Well, this ought to show them we mean business. Yeah.
Kellogg: Will?
Will: Yo?
Kellogg: What do we do now?
Will: Um... We... We... We chant. [chants] Attica! [both chant] Attica! Attica!... Man, you smell that? Damn, it's chimichanga day in the cafeteria.