Will: Man, I thought a dip in the pool was gonna cool me off. But I'm blazing about what Uncle Phil said to me.
Geoffrey: Oh, I'm sure when he called you a sophomoric cretin, it was just a figure of speech.
Will: No, no. That didn't bother me. It's when he said I was just like Carlton.
Geoffrey: Yes, I can understand your concern. Sandwich?
Will: Yeah, sure. See, now, look, I know where I come from, man. I mean, I'm coming straight out of Philly, man, and I'm proud of that. Hey, could you put that on a croissant for me?
Geoffrey: Certainly. You know, Master William, we all change.
Will: Hey, look, man, I haven't changed, I'm not gonna change and I'm not down with this bougie stuff.
Geoffrey: Swiss?
Will: No, Gorgonzola. Hey, man, I'm telling you, if there is one dude in the world that's the total opposite of Carlton, it's this guy standing right here, man. Hey, thanks a lot, G. Yo, man, how you gonna play a brother on the Grey Poupon?

Carlton: Well, I might as well face it. I'm irresistible to women. Now I know what Tom Jones feels like.

Philip: Vivian, you don't expect me to condone his behavior.
Vivian: Baby, I know that falling asleep is not a good thing. But your own secretary has said that she's had to nudge you awake after you've had Mexican food.
Philip: Only after the El Presidente Platter.
Vivian: And he should go to practice, but it is an extracurricular activity. It's a lot like you going to the gym, and, as I recall, the last time you were there I think the Jeffersons were still trying to move on up.
Philip: That's different. I'm starting back Monday.

Will: [British accent] Would you likes to order before I bring you back the menus?
Ashley: l'll have an iced tea, please.
Hilary: Perrier with a twist of lemon.
Philip: I don't know. I just can't seem to decide.
Will: Well, sir, we've got all three flavors of Slim-Fast.
Philip: I'll have a cola, wise guy.

Vivian: Come on, kids! Tip-off's in 30 minutes!
Philip: Carlton, you seen my keys?
Will: Excuse me, what did you call me?
Philip: l called you Will.
Will: No, you didn't. You called me Carlton. I'm not Carlton, okay? I don't look like Carlton. I don't act like Carlton and, most importantly, I don't look like Carlton.

Philip: You see that, Vivian? Outright defiance. That boy just does whatever he wants to, and I am sick of it!
Vivian: This just doesn't seem like Will.
Philip: Vivian, can we just drop the subject and go have dinner?
Vivian: Look, Philip, I know that I don't have all the facts but if Will says he has a job, I believe him.
Philip: Vivian, you are so naive. You'd believe that boy if he were to tell you he was a big rap star whose album just went platinum.

Vivian: Ashley, sweetheart, what an interesting choice of restaurants. It's so, um, pirate-esque.
Will: [British accent] Welcome to the briny deep, where none of our prices are ever too steep. We've got fresh fish. You can look in our tank. To get to the bathroom, make a left at the plank. Follow me.
Carlton: Get a load of his costume. You couldn't pay me to wear an outfit like that.
Will: I think you'll be needing a booster seat, little boy.

Philip: I don't get it, Will. Why the job?
Will: I just wanted to pay for the homecoming myself.
Philip: But I gave you a check.
Will: I tore it up.
Philip: Why?
Will: 'Cause you were right, Uncle Phil. Man, I'm getting soft. I'm a man, and a man should be able to stand on his own two feet, make his own way, like you did. I mean, a man does it for himself. I mean, it's a hard road to travel, but after you travel it and you look back on what you accomplished, you can say, "l did that. I'm a man."
Philip: That's the biggest load of bull I've heard since I left the farm. Nobody does anything without help, Will. People opened doors for me, and I've worked hard to open doors for you. It doesn't make you any less of a man to walk through them.

Hilary: All right, you pervert, hand over my Victoria's Secret catalog.
Carlton: This one's Geoffrey's. He filled out the order form.
Hilary: Geoffrey, you know a woman with a 46D cup?
Geoffrey: No, but if there's a God in heaven I will by Christmas.

Carlton: Geoffrey, I'm famished. Can you make me a Gorgonzola sandwich on a croissant, heavy on the Grey Poupon?
Geoffrey: Certainly.
Carlton: Thanks. [exits]
Will: Oh, my God. Uncle Phil was right, G. I'm turning into Carlton. All right, that's it. No more of these sissy sandwiches. No more, no more valet parking. And no more of these preppy parties, man. Oh, oh, and that homecoming? No, you can kill that noise. I'm gonna call Cindy right now, and I'm gonna tell her the whole thing is off. Oh, and this check that Uncle Phil gave me? Now you see it, now you don't. Yo, the funky Fresh is back in the flesh with a vengeance, homes. [Geoffrey picks up the plate] Hey, hey, hey. I'm gonna eat that though. But I ain't gonna enjoy it.