Philip: You know, Geoffrey, I do believe that of all the holidays Thanksgiving is my favorite. Oh, the yams, the cranberry sauce, the pie and, of course, that big old Butterball.
Geoffrey: Well, you are what you eat.
Philip: [laughs] Did you just call me a big old Butterball?
Geoffrey: Nothing gets past you, sir.
Philip: Ha-ha-ha. You know, Geoffrey, if you're going to comment on my girth you could at least put some thought into it.
Geoffrey: I beg your pardon, sir?
Philip: Well, I mean there are just so many more interesting ways to say it. I mean, you could be poetic. His corpulent flesh rolls around his bones like a thick chocolate pudding. Huh? Or scientific. He is so huge that food comes to him from the gravitational pull alone. Huh? Ha-ha-ha. Or you could be quizzical. Is that your head or is your neck blowing a bubble? You could be ribald, ironic, vaudevillian, whatever. But be creative. You got that?
Geoffrey: Anything you say, sir.
Will: Hey. Hey, what's up? Oh, Uncle Phil. Uh, that elephant that trampled all them people called, he want his butt back.

Ashley: Guess what, Geoffrey. We saw Lisa at the grocery store and Will used the L-word.
Geoffrey: "Leather"?
Ashley: No, "love."
Geoffrey: Tomato, tomato.

Will: But, you know, just hypothetically, you know... You know, if I was falling... You know, how would I know?
Philip: When I was going with your Aunt Vivian, I had a lot of nervous energy. Ha, ha. I used to get up every morning at dawn and run through the park.
Will: You used to jog?
Philip: That was a shortcut to the diner where she worked. The one sure way that I could tell that I was in love was that... You know those stupid, sappy love songs I used to make fun of, you know? Well, they started making sense. I mean, this one really did it for me. [sings] I've got sunshine on a cloudy day When it's cold outside I've got the month of May I guess you'll say What can make me feel this way? My girl Talkin' 'bout-
Will: [sobbing] All right, stop, Uncle Phil, stop.

Will: Well, well, look who's here, Lisa and friend.
Lisa: Oh, we need paper towels and a can opener.
Dana: Is that fat guy following us?
Lisa: What fat guy? Come on.
Dana: Excuse me, is there some reason why you're following us?
Lisa: Will?
Will: Well, it ain't Fat Albert.

Hilary: Oh, I just love auctions. You wait for the auctioneer to say, "Going once, twice." Then whatever the last bid was, you raise the paddle and double it. [both laugh]
Philip: Give me that.

Auctioneer: Now, who would like to open the bid on the celebrity mystery box? Now, come on, folks. Do I hear a hundred?
Hilary: You know who that is, don't you? It's Michael Jordan.
Will: Aw, come on, ain't no Michael Jordan in that box.
Hilary: No, really, he told me after my show on "Is Bald Sexy?" that he was gonna be auctioned as a prize.

Susan Powter: Come on, guys, the family that works out together gets fit together. Uh, Hilary. Keep going. Hilary, uh, why are you stopping?
Hilary: Excuse me, but I'm, like, starting to sweat.
Susan Powter: Hilary, do you have a problem with me?
Hilary: Nothing personal but you're a talk show host, I'm a talk show host. I mean, you don't see me skateboarding with Montel.

Susan Powter: Uh, maybe this is enough for today.
Philip: Oh, well, that's too bad. Thank you so much for coming by, Miss Powter. Maybe we'll see you at the next auction.
Susan Powter: Mr. Banks, I know this was supposed to be a one-day thing but I feel such chemistry between the two of us. I wanna stick around and help you reach your ideal weight.
Geoffrey: Now, if ever there were a lifetime commitment.

Philip: Ugh, should've given Hilary the damn paddle. At least we'd be able to drive whatever she bought.
Vivian: Philip, you know, it wouldn't be the worst thing in the world to lose a couple... Fifty pounds.
Philip: Well, maybe you're right. A little exercise can't hurt. Tomorrow. Tonight we eat fudge.

Carlton: Will, what's going on?
Will: Oh, okay. Oh, well, if she gonna be stepping out I ain't gonna be sitting up in the crib like some Silly Putty sucker.
Carlton: You're going to your chicktionary? Let me see.
Will: Carlton, you know the chicktionary rules.
Carlton: Right. Three feet back.