Carlton: She's in here. Look, whatever you do, don't mention her chins.
Will: Or her ankles. Or her feet. Oh, and whatever you do, never ever feed her after midnight.

Philip: Will has something to tell you.
Will: Come on, Uncle Phil, don't make me-
Philip: Go ahead, Will.
Will: Um... The pills that Carlton took, they were from my locker.
Vivian: What?
Will: I'm sorry, Aunt Viv. I mean, I had basketball practice, and I had finals, and everything... And one of the guys at school just offered me some stuff to help me stay awake. And then Carlton... Look, all I know is that somebody real close to me that I love a whole lot could be dead right now and it would be all my fault. I'm sorry, man. I'm sorry.
Philip: Come here. Come here.
Will: I'm sorry I did it.
Philip: It's okay.

Will: Those pills that Carlton took, um, they were from my locker.
Philip: What?
Will: Look, Uncle Phil, I was just keeping them in case I needed them.
Philip: How could you be so stupid? You know you shouldn't be messing with drugs.
Will: I know, Uncle Phil. Somebody gave them to me at school. I mean, I didn't mean for Carlton to take them. I didn't even know if I was going to take them. I'm sorry, Uncle Phil.
Philip: Sorry? My son could have died because of you.
Will: Look, I know, Uncle Phil, that's all I've been thinking about. I mean, you gotta believe me. I didn't mean to hurt him.
Philip: Yeah, well, you did. You hurt him, and you could have hurt yourself.
Will: I know, Uncle Phil, I mean... But, look, I had basketball practice, and school, and I had work and everything.
Philip: Well, welcome to the real world, Will. That's not an excuse. There's never an excuse. You owe this family an apology. Vivian! Kids!

Carlton: Well, can't we at least move me to another part of the hospital? I've got a reputation to worry about.
What if I want to run for a political office?
Nurse: Well, now, I'll tell you the same thing I told the last person that asked me that question: Just say you didn't inhale.
Will: Listen, listen, somehow we're missing each other. I mean, does he look like a drug addict?
Nurse: Do I?
Will: Can we stick to the subject, please?
Nurse: Listen, sweetie, the first time I came into this hospital it was on a stretcher. Hell, I've been from Yale to jail, and from Park Avenue to park bench but now I'm clean and sober.
Carlton: That's really touching... but do you think you can get me a nurse without a record?
Nurse: [chuckles] I like him. Try and help him to stick around.

Carlton: Will, pardon my tough love but this burning the candle at both ends is dumb, dumb, dumb.
Will: I know, Carlton. I just wish there was something else I could do. It's like there ain't enough hours in the day. Carlton, did you ever think about taking, you know, drugs?
Carlton: Will, you don't have to beat around the bush. I know exactly what you're getting at.
Will: You do?
Carlton: You see the volcano-sized pimple about to erupt on my forehead and you don't think vitamin E is strong enough.
Will: No, man. I mean, well, yeah, but... I mean, the kind of drugs that help you stay up.
Carlton: Up? You don't mean... [Will nods] Oh, this sex thing is even more complicated than I thought.
Will: You know what? Never mind, man.

John: You know, we're counting on you for the big game this weekend.
Will: Hey, man, don't you even worry about me. I'm gonna be there. "Smith dribbles. He stops. He pops. He scores. The crowd goes wild!" [yawns] Man, I'm beat.
John: You could do what I do.
Will: No, that's all right. I don't think listening to Bruce Springsteen got the same effect on Black people.

Ed: Mr. Carlton Banks?
Carlton: Yo, what's up? [breaks Rubik's cube] Sorry.
Ed: That's all right. I've been looking through your transcript, Mr. Banks.
Carlton: Oh, you don't have to call me Mr. Banks. My posse calls me Rap Master C.
Ed: Excuse me?
Carlton: [raps] Rap Master is my name. Ask me again and I'll tell you the same. [beatboxes] Didn't mean to dis you, can I get you a tissue? [beatboxes]
Ed: So, Rap Master I noticed that you are the treasurer of your young Republican Club.
Carlton: Three years running. But enough about that Bugie stuff. Let me teach you how to vogue. Strike a pose.
Ed: Mr. Banks, are you on some sort of medication?
Carlton: Let me teach you how to wear a hat.
Ed: Mr. Banks, please. Mr. Banks, you're nothing like what I expected.
Carlton: I'm not?
Ed: Your scores are topnotch and your grades couldn't be better.
Carlton: They are.
Ed: Unfortunately, at this time Princeton doesn't accept the clinically insane. Next!

Will: Hilary, when is G getting back? I'm starving.
Hilary: Don't worry, Will, I made breakfast.
Will: Damn, I'm full. Couldn't eat another bite.
Hilary: Come on, Will. I know what I'm doing. Remember, I was a professional caterer.
Carlton: And you still would be if you hadn't poisoned those nuns.
Hilary: Hey, the autopsy was inconclusive. Bon apptit.
Ashley: Come on, let's give her a chance.
Will: Hmm. These eggs aren't bad. What's the crunchy stuff?
Hilary: Oh, great, you found my contact.

Hilary: Is this Brainstorm? How sad. Some people will do anything for money. I mean, why don't they just ask their fathers?

Vy: What are you all doing up?
Vivian: Eating and talking about sex.
Vy: Well, personally, I prefer eating. You don't have to wait an hour for seconds.