Will: Hey, hey, so how much are you up?
Carlton: We're not up. We're down.
Will: What you mean "we"?
Carlton: Well, after I maxed out all my credit cards-
Will: Carlton, you maxed out all your credit cards?
Carlton: I had to. I couldn't get full value for the airline tickets.
Will: You hocked our airline tickets?
Carlton: Well, what do you expect? I only got $200 out of your ATM card. A word to the wise, Will, never leave your PIN number in your wallet.

Will: Hey, hey, hey. It was eighteen, we had eight. We should get something.

Carlton: What a rush. You feel that? What a ride.
Will: Carlton, you lost all our money.
Carlton: Oh, please. I'm not ready to come down just yet.
Will: What the hell were you thinking, man?
Carlton: I was so excited about going to Hoover Dam, I couldn't sleep. So I figured I'd come down and place a little harmless bet and I won. You know, I tried to walk away but the crap table just kept calling me. "Carlton.
Carlton." And then the blackjack table was saying, "You can do it." And then the slot machines just started yelling: "Hey, you tall handsome guy, come shake my hand." These are all my new friends. My God, they're pumping a lot of oxygen into this room.

Vivian: Girls, we have the whole day to ourselves without men. So, what are we gonna do?
Ashley: Go to the mall and scam on guys.
Hilary: See, Mom, she is so immature. It's Saturday, the guys are at the gym.

Vivian: I think the whole point of this is for us to bond without men.
Ashley: Can we talk about men?
Vivian: No.
Ashley: Not even negatively?
Vivian: What you got?

Carlton: Wow, Will, the casino's head office. Can't you just feel the money? I mean, my God, look at all the animal heads in here. "Hey, Rocky, watch me pull a rabbit out of a hat."

Will: Shut up, Carlton.
Carlton: Ow!
Will: Now, come on, the only way that my plan is gonna work is if you follow my instructions to the letter.
Carlton: Great. What are the instructions?
Will: "Shut the hell up."

Will: We were just walking around in your beautiful casino you know, fully caught up in the magic and the fun and the excitement and we suffered a minor cash-flow problem.
Fred: I feel your pain.
Will: Listen, "Fred." I can call you Fred, right?
Fred: Sure.
Will: My associate and I, we wanna make you a very, very rich man.
Fred: Too late.
Will: [laughs] He said, "Too late." He put the ring up. You know, he said, "Too late." You know, I like this guy. No, no, but seriously, you know... Now, are you familiar with the term "money making money"?
Fred: Sure.
Will: Now, let me paint you a little picture. Now, we're out and we're hanging around in your delightful casino. I mean, we are shooting craps and we're playing cards and the crowd is excited. I mean, they are really excited. And they're saying to themselves: "Wow, look at these guys. They're losing, but look how much fun they're having." And then it hits them. Losing is more fun than winning. They're saying to themselves, "Wow, how can we get in on the fun?" Before you know it, people start talking, and they're saying: "Hey, honey, go ahead, draw to the inside straight. You got 20, so what? Hit it." People at the crap tables, "Come on, snake eyes. Let's go, snake eyes." People will come to your casino to lose.
Fred: Huh?
Will: Ching-ching. Huh? You can feel the electricity, can't you? You can feel it, right?

Fred: Oh, yeah. I feel it.
Will: I knew you would. You know, I mean, there's one hitch though. I mean, we're out in the casino, we're working our tail off for you and we lost all our money.
Fred: Oh, so you want your money back?
Will: That is why you are you. You deserve every one of them heads, Fred. Carlton, you taking notes from this man? Y'all taking notes from this man? So then it's settled. Chips are fine.
Fred: Uh... Is there anything else?
Will: Well, I don't know. I wouldn't mind catching a show.
Fred: Just name it.
Carlton: Tom Jones.
Fred: Who?
Will: You know what? Never mind. Never mind. So where do we go from here? Are you gonna give it to us or should we go out to the cashier?
Fred: Well, basically, where we go from here is that I'm gonna count to three and if you gentlemen are not out of my office, I've got space for you on my wall.
Will: Danke schoen.

Carlton: I still don't know what happened. I mean, I went into the desert just like my father said. I had my knife. But how is a brave suppose to concentrate with all these bells and whistles? Not to mention the keno girls.
I mean, how am I gonna call my father and tell him I'm an utter and absolute failure?
Will: You know, I don't think it's gonna be the shock that you think it is.
Carlton: Well, at least I know it's over. The insanity is done. I'm Carlton again.