Hilary: I'm so excited. Tonight I finally meet my mystery man. This much happiness should be illegal.
Geoffrey: [chuckles] I believe it is.

Will: G, where's Carlton at?
Geoffrey: He left for Chez Lani Restaurant to meet his dream date.
Will: Oh, man, he's made a terrible mistake.
Geoffrey: You don't know the half of it.

Hilary: Where did all the shoes come from?
Will: Shh. They'll hear you. These are not just shoes, Hilary. These are Pro Kicks. The shoe fairy sent them.
Hilary: Cecil from Ladies Footwear sent us shoes?

Carlton: Oh, these shoes are great. I'm never taking these off. Man, this will change my whole life.
Geoffrey: Yes, now you can drive the car without sitting on phone books.

Philip: Ernie, my nephew, Will.
Ernie: Hey, from Philly, right?
Will: Yes, sir.
Ernie: Yeah, Moose told me all about you.
Will: Moose.
Ernie: Yeah, yeah. Back in the day, your uncle's nickname was Moose.
Will: Wow, what a coincidence, because Bullwinkle's nickname is Phil.

Carlton: Speaking of cookies, you know, I've been running the campus restaurant...
Will: Right into the ground. Uh... But if you were looking for someone who's about to get married so is therefore more prepared to make a long-term commitment you might wanna choose...
Carlton: This in-debt, unreliable busboy whose only asset...
Philip: Okay, boys, boys, that's enough.
Ernie: Hey, no, no, no, it's okay. I like that competitive spirit. Yeah, it looks like I got two good candidates for my internship.
Carlton: Internship?
Ernie: Yeah.
Carlton: As in non-paying job?
Ernie: Well, yeah.
Carlton: Good to meet you, Ernest. [exits]

Will: Oh, Carlton, man, I got to tell you, this is the job of my dreams. No wait, let me change that. This is the job of your dreams. Aah!
Carlton: What are you talking about?
Will: Man, you know, God, I just I really don't think there's any need for me to rub it in, you know. [coughs] Excuse me, that was a Visa. Oh. [coughs] That's an American Express. [coughs then laughs] I think that was a Diner's Club. Gosh, you know, I'm gonna have to have them turn down the air conditioning in my little corner office.
Carlton: Will, if you think you're getting to me, think again. Look, sour grapes is just not my kind of fruit. [exits]
Will: He's walking, he's walking. He's outside now. He stops, picks a little flower. He walks a little farther around the corner, he looks up and he sees... [Carlton screams] the company Porsche. [laughs] Whoo-hoo. Life is good.

Ernie: Hey, listen, on your way home I need you to take this to Councilman Braddock. Now, I wouldn't just let anybody handle this but, see, I trust you, Will.
Will: Well, it's a good thing too, because if I wanted to open it these little locks sure wouldn't stop me.
Ernie: Oh, but I think they would.
Will: Oh, no, man, I know brothers in Philly, all they got to do... [the suitcase pops open to reveal cash] Whoo! Ow! Ow! Whoo! Ooh! Ooh, ooh! Ooh. What money? I did not see no money. I did not see no money.

Ernie: You look troubled, son.
Will: Troubled? No, man, you know, I mean... Why would I be troubled? You know, because, I mean I'm sure there's a legitimate reason you're sending a briefcase full of money to a councilman that controls your business interest, man. [muttering]
Ernie: Well, can we just say it's a birthday present, huh?
Will: Yes, we could. Yeah, yeah, we could say that. Because that's what I had thought, you know. I figured that's what it was, you know. I didn't see no party hats, no... Heeh! in there. [mutters] Do you mind if I sit down?
Ernie: You are sitting down.
Will: Thank you.
Will: Look... Um... Listen, I don't think that I'll be able to make your little delivery for you, Mr. James. See... Uh... Ooh. Pshh. They had called me. From... Because the other time you know, remember the car had skid and then because it had rained. I'll just go ahead, okay?
Ernie: Oh, oh, oh. Not so fast, Will. I'm not gonna let you leave this office- [reaches into jacket pocket]
Will: [screams] No! No! Oh, no! No! Hey, what are you gonna do?

Carlton: Will?
Will: What money?
Carlton: Will, what's that under your jacket?
Will: Huh? Oh, it's nothing. You know, it's just a little, old briefcase. You know, but it's not really important, because there ain't nothing in it, you know.
Carlton: Will, as soon as you stop clowning around, I need to ask you a question. If I kissed you on the first date would you blush and giggle or knee me in the groin?
Will: I'd knee you in the groin, then I'd blush and giggle. Now, get away from me.