Miss Sharpe: Well, will Mrs. Banks be joining us?
Will: Uh, no, I'm single. I mean, um, Ashley's mother ran out on us. Ashley was but a mere tyke at the time. I had to be both Mommy and Daddy. We went from training wheels to training bras. They both came off too soon, didn't they, kitten?

Hilary: The coffee commercial went great. First, I take a big sip of coffee, then I say: Hi, I'm Hilary Banks, TV weather girl. When I don't have my head in the clouds I like to relax with a nice hot cup of Casual Cup coffee. So rich and fine, tastes just like you ground the beans yourself. Well, the first take, I said, " Tastes just like you found the beans yourself." We did it again, I said, "When I don't have my head in the crowds." So I did it again, and-
Will: Hilary. Hilary, how many takes did you do?
Hilary: Only 41. You think that would tire me out, but I'm more awake now than when I started.
Will: Stupid question, did you forget to spit after each take?
Hilary: Why would I want to spit it out? I'm nuts about coffee. Although, it's not made from nuts, it's from beans, so I guess I'm beans about coffee.
Will: Oh, gee, I'd love to stay and continue this fascinating monologue, but I have to get some studying done.
Hilary: You know, I've always wondered, if coffee's made from beans does that make it a vegetable?
Will: Why are you following me? Listen, don't you have to go to work in the morning? Shouldn't you go get some sleep?
Hilary: Oh, I'd love to go to sleep, but I can't. I'm wide awake. See? Wee!
Will: Why don't you try doing something boring like reading the dictionary? Do you have one?
Hilary: Of course, I do. What do you think is propping up my makeup table?

Judge: Mr. Smith.
Will: Thank you. Your Honor, I'm from West Philadelphia, born and raised. On the playground is where I spent most of my days. I don't have a big bag of fancy courtroom tricks. Or a high-priced degree from Princeton like my worthy adversary, Judge Philip Banks. But what I do have is the truth!
Philip: Oh, shut up, Will! Your Honor, Mr. Smith is making a mockery of the entire legal system.
Will: And this man is making a mockery of a finely cut Italian suit.
Judge: Order in the court.

Will: Uncle Phil, I'm telling you, I think we should just pull into a gas station.
Philip: Will, for the last time, I don't need directions. [car splutters]
Will: You're right. You need gas.
Philip: Okay, I made a wrong turn. It's no big deal, it's not the end of the world. We'll just... We'll thumb a ride to the nearest gas station. We used to do it a lot in the '60s.
Will: Whoa, whoa, whoa. Uncle Phil, can you take a stroll into the '90s, please? We are three Black men on the side of a mountain road. The only people that's going to stop is going to have on sheets and saying stuff like, "Get them, Jim Bob."

Hilary: I can't stand this. Everyone has a date except me.
Will: What's the problem, Hil? I mean, come on. You're pretty, you're fun, you're intelli- Vision.
Hilary: Well, that's exactly the problem. I'm a celebrity and men are intimidated by me. I'm a beautiful woman trapped in an even more beautiful woman's body.

Carlton: Oh, my God! Oh, my God! Oh, my God!
[Carlton runs out the kitchen door and around the side of the house]
Carlton: Oh, God. Oh, Lisa!
Will: [to himself] Gotcha. [laughs]
[Carlton runs in through the living room doors and back into the kitchen]
Carlton: No! No! Tell me you didn't. Oh, God. [Carlton drops to the floor and crawls back out the door]
Carlton: No, no, no.
[Carlton runs into the cabin]
Carlton: Will, no. Oh, my God, no! Oh, no.
[Carlton climbs the steps of the audience]
Carlton: How could you do that? Oh, no. Oh, my Oh, God. Oh, God. No.
[Carlton emerges from the elevator in The Peacock Stop]
Carlton: No. Oh, God, how could he do that? How could he do that?
[Carlton runs off set and hugs Will]
Carlton: Oh, my God! Oh, my God.

Carlton: How dare you not take Will. He's full of potential.
Top Dog: That's why we want him. It's you we don't want.
Carlton: Me? [music stops] But I did everything. I cooked, I cleaned, I hand-washed your toilets.
Top Dog: Everything your butler does for you. I'm not accepting no prep school, Bel-Air bred sellout into my fraternity.
Will: Homey, you can stop all that-
Carlton: No, wait, Will. I got this one. You think I'm a sellout, why? Because I live in a big house or I dress a certain way? Or maybe it's because I like Barry Manilow.
Will: He mean Barry White, y'all.
Carlton: Being Black isn't what I'm trying to be, it's what I am. I'm running the same race and jumping the same hurdles you are, so why are you tripping me up? You said we need to stick together but you don't even know what that means. If you ask me, you're the real sellout.
Will: Yeah, that's right, boy. And in the words of my illustrious cousin: "We will make like a tree and leave."

Vivian: This is my nephew, Will. Uh, and this is his hair.
Norma: It's a pleasure to meet you both.
Whitey: Call me Whitey.
Will: Oh, no, no, no. I'm gonna call you that then you gonna call me the other thing, and we're gonna be here fighting.
Philip: Will, Whitey is the president of a very prestigious savings and loan.
Will: Oh, really? Guess a lot of your buddies wearing suits like this now, huh?

Will: Oh, boy, I love this. Halloween, the only night a Black man can walk around in this neighborhood with a mask on and not get arrested.

Philip: Well, Jazz, I'm going to go into the kitchen for a snack. When I come back, I want you gone.
Jazz: Guess I got plenty of time then.