Will: Hey, good morning, Uncle Phil.
Philip: It was a hell of a fight last night, Will.
Will: Oh, yeah, champ ain't no joke, right?
Philip: I was referring to your bout.
Will: They showed that on TV?
Philip: From the first shove to when Sinatra put his toupee back on.

Philip: Well, it was a nice ride while it lasted, huh?
Will: You know what, Uncle Phil? I think I loved her.
Philip: Oh... Bull. You hardly even knew her.
Will: No, no. Uncle Phil, I knew her. You know what I'm saying? I knew her.
Philip: You might have known her intimately. But you didn't know her well. Come on, face it, Will. It was the lifestyle you're in love with.
Will: Yo, time out. You trying to say that the only reason I loved her was because she was rich and let me sponge off of her?
Philip: Uh-huh.
Will: Then I love you too, Uncle Phil.

Jazz: I'm in.
Carlton: I call.
Mike: Me too. What you got, man?
Will: Oh, it's so pretty. It's just so pretty. If I had two sets of lips, I'd kiss myself. Boom! Trump aces. [laughs]

Carlton: Well, it's 9:30. Time to turn in. The Peacock's catering a big party tomorrow night after Michelle Michaels' concert. I suggest you get some shuteye, mister. We'll be melon balling at 0600.
Mike: I can't believe you'll be hanging out with Michelle Michaels. She is a goddess.
Will: Please, she put her bra on one cup at a time just like everybody else.
Jazz: I'd pay big money to see that.

Carlton: What's Friday night?
Will: There's people coming. We're gonna watch the fight on Pay Per View.
Carlton: Look, Will, I have better things to do with my Friday nights than sit around, watching some stupid boxing match on TV.
Will: Well, you overlooked one small fact, Carlton.
Carlton: What's that?
Will: You weren't invited.

Will: Whoa, now, hold it. Now, don't think of this just as a backstage pass. Think of it more as a merit badge. Now, what are you going to do to earn it? You got to do something because I ain't giving it away. You know what I'm saying?

Michelle Michaels: Do you like it?
Will: Well, you got some beats. You do got some beats. And you mix some lyrics with your beats, and you blended them.
Michelle Michaels: Be honest.
Will: I think it stinks.
Carlton: I apologize, Miss Michaels. He's from a foreign land. Back to work, Vladimir. Carlton Banks here. I balled your melons.

Michelle Michaels: So is there anything you do like about my record?
Will: Oh, yeah. That cover is slamming, you know. How long it take you to get all that honey off you, girl, you know? You look all sticky and everything, you know. I'm sorry. I'm just acting stupid, you know. Yeah. I'm just tripping. I can't believe that I'm actually talking to Michelle Michaels.
Michelle Michaels: And I can't believe I'm actually talking to... Who are you?
Will: Oh, Will Smith, of the Philadelphia Smiths.

Geoffrey: Miss Michaels?
Michelle Michaels: Yes?
Geoffrey: Don't think of me as just a manservant, think of me as a pleasure dome.

Michelle Michaels: So do you wanna come to my concert tonight? You can watch from backstage.
Will: Oh, goodness. See, tonight is dime-a-frame bowling night, you know. Top scorer gets those cute little shoes and I just couldn't miss that.
Michelle Michaels: I'll send a limo for you at 6.