Philip: What's the matter, son? You seem down.
Will: Well, something happened last night got me a little worried. I was in the pool house. Oh, man, with this real, real fly honey, man. All systems were go and then they kind of went.
Philip: Don't worry about that, son. Happens to the best of us. And as you get older, it might even seem commonplace.
Will: I mean, I didn't wanna do it. I couldn't get Lisa off my mind.

Susan Powter: Will, I am so surprised at you. Standing around here watching your uncle dig himself into an early grave.
Carlton: Yeah, you filthy stinking enabler.
Will: Hey, look, wait a minute, I got other things on my mind right now. I ain't got no time for buns of brass and brains of bricks.
Susan Powter: He needs help. You wouldn't talk that way if you walked just one mile in your uncle's shoes.
Will: My uncle can't walk one mile in my uncle's shoes. Listen, why don't you go haunt one of your big-boned friends?
Susan Powter: Big-boned? Okay, I'm gonna show you big-boned.

Ashley: Will, are you all right?
Will: Yeah, why?
Ashley: You were just singing "Lady" to a melon.
Will: Oh, that's how I check them for ripeness.

Will: Potato chips? What about Susan Powter?
Ashley: Listen, Will, I'm as health conscious as the next person but when she threw out the strawberry Pop-Tarts, she crossed the line. Which reminds me, I'll be right back.

Lisa: What are you doing?
Will: What am I doing? What are? Oh. What am I doing? What are you doing? I don't believe you, girl. I thought we had something real. Here I am singing stupid love songs about you and thinking about you all the time. Writing your name on every book I own. And you stepping out on me in a grocery store. You know how ridiculous that makes me look? Huh? Do you?
Lisa: Will, for the umpteenth time, I told you, Dana and I are just friends.
Will: Oh, oh. Well, let me tell you about your slimy little friend. He's just trying to gain your confidence, so he'll know when you're most vulnerable. And that's when he's gonna pounce on you like a cheetah on a rabbit.
Lisa: And you believe that?
Will: Believe it? I've done it.
Dana: Hey, man, you've got me all wrong.
Will: Hey, hey, hey. Look here, dude this is between moi and her. We don't need ya.

Lisa: If you are gonna have a relationship with me you are gonna have to trust me. The same way that I trust you not to date anybody else.
Will: Oh, yeah, well, I did date somebody else.
Lisa: Oh, you did?
Will: Yes, I did, last night. One of my friends. She was ready and willing to do anything I wanted to do. Except we couldn't do what I wanted to do because all I wanted to do was be with you.
Lisa: Oh, really?
Will: Yes, really. And do you know why?
Lisa: No, why?
Will: Because I love you.
Lisa: What did you just say?
Will: I said I love you.

Carlton: So let's just say I wanted to do an exercise tape. That would bring me, what, 10 million? Though, I wouldn't actually have to touch fat people, would I? Could they just be electronically morphed in later?
Susan Powter: Philip, as much as I'd like to hang around and help you reach your ideal weight, I can't. [to Carlton] I gotta go, because I can't stand being around you. Ooh, you have such a grating personality.
Philip: That's my boy. Ha-ha-ha. Come on, everyone, tuna melts on me.

Will: Repeat after me.
Carlton: Repeat after me. Sorry.
Will: I accept this gift and all the responsibilities it carries.
Carlton: I accept this gift and all the responsibilities it carries.
Will: I will never betray it.
Carlton: I will never betray it.
Will: I will never abandon it.
Carlton: I will never abandon it.
Will: I will never reveal the secrets which it contains.
Carlton: I will never reveal the secrets which it contains.
Will: Hold out your hands. Carlton, I give you my chicktionary. May it be as good to you as it has been to me.
Carlton: I can feel it. I can feel the power! Yes! Yes!

Carlotta: What is it? Are you okay?
Will: Uh... No, no I was just I was just thinking about how they made Tom Cruise even whiter.

Lisa: Who was that?
Will: What? Oh, um, you know, um... That was my beeper.
Lisa: Was it a girl?
Will: Oh, you know, um... You know, it could be a girl or a guy or some mixture.
Lisa: Mm-hm.