Carlton: Since I didn't buy a program on the way in, could you please tell me what the heck is going on?
Will: Man, look, that filly is from Philly. We grew up together.
Carlton: What does that mean, "grew up together"?
Will: What do you want it to mean?
Carlton: That she hates you and you have no interest in her.
Will: You saw her smack me, didn't you?
Carlton: I've seen a lot of girls smack you, Will. Then I see the same girls leaving your room.

Mr. Gorodetsky: [o.s.] Open up, it's Mr. Gorodetsky.
Will: Just a second, I'm undressed. Carlton, Carlton, wake up.
Carlton: [sleeping] Look out, Jerry. Tom's gonna get you.

Carlton: I never wanted to move out in the first place. Thanks to you, I've had my heart broken and I've been evicted. If this is your idea of independence, you can have it. I can be reached by fax.
Will: Carlton. Carlton, come on, man. I can't make rent without you.
Carlton: Then come home, Will. I'll send Geoffrey for my things.
Will: Then go ahead home, you damn baby. You'll probably be there till you're in your 30s anyway. Like all those other serial killers.

Jazz: This is Jazz's mother. He's not here.
Will: [o.s.] This is Publishers Clearinghouse. You've already won.
Jazz: It's about time.
Will: Open the door. Open the door.

Will: Hold on, hold on, hold on. I kept in touch with everybody from the hood.
Jackie: Everybody but me. Why?
Will: Why?
Jackie: Yeah. Why would you keep in touch with everybody but me?
Will: [stammers] I see this really bothers you. I'm gonna give you a couple of minutes.
Jackie: Damn you, Will. Just answer the question. Why didn't you call me?
Will: Because I missed you too much. How's that? I said it. Happy? That what you wanna hear? Hey, y'all, I missed the hell out of her. I missed her. I missed her. I said it. That's what you wanted, right? Everybody know I missed her. Look, I gotta get up out of here. Gotta go find me an apartment and a job. Don't hit your head on the rim.

Jackie: One of my people quit this morning.
Will: I'm sorry. Are you suggesting maybe you and me working together side by side? No, it's too tempting. Before long, you'd be dragging me down into the storeroom and snatching all my gear off and everything. Then I have to nail you with a sexual-harassment suit like the Anita Hill thing in reverse. It's too much now.
Jackie: Look, maybe your transmission's stuck in junior high or something but mine's not. I busted my butt to get where I am, and I'm not about to lose focus just because you're back in my life.
Will: Whoa, whoa, whoa. Now, I got me an agenda too. And it certainly does not include risking frostbite around you.
Jackie: Fine.
Will: Well, good then. When do I start?
Jackie: Next week, when school starts.
Will: I will be here.
Jackie: Oh, Will. Wear something warm.

Will: Hey, man. Hey, man. I was, man I was... I was coming... Coming back... I was getting the rest of my stuff.
Philip: Well, why don't you take some food too. We have plenty.
Will: Well, if it's gonna spoil.
Philip: So things aren't going quite as smoothly as you planned, are they, son?
Will: Hey, hold up. Not only do I got me a new place to stay I got me a job on campus. Adversity is my oyster. This will go good with my adversity.

Philip: Why don't you come home, Will?
Will: No, I can't, Uncle Phil, man. Hey, don't get me wrong. I mean, I appreciate you taking me in and everything but I just feel like I'm at a point in my life where I need to have my own space, you know.
Hilary: Trevor's about to propose. Where's Carlton?
Philip: The last I saw him, he was in his room kissing the floor. Will, I just want you to know that the door is always open for you.
Will: Thanks a lot, Uncle Phil.

Carlton: There's no place like home. There's no place like home. There's no place like home.

Philip: Well, that was a lovely service.
Will: Trevor didn't look so bad for a dude that had a concrete face-lift.
Carlton: Fool. Like that was his real head.
Philip: Could you two show a little compassion? Your sister's right behind you.