Will: Hey, Uncle Phil, you ready to burn some rubber, make some tracks? Cough up a lung?
Philip: No. It's okay. I'm fine. I never felt better. Call an ambulance.
Will: Whoa, whoa. Uncle Phil, man, you can't do this to me. I've been planning this trip for months. Hey, I tell you what. [Philip coughs] Come on, you can make it. There's a Dodger dog in it for you.
Philip: I'm sorry, Will, I don't think I can make it.
Will: No, no, no. Yes, you can. Come on, Uncle Phil. Come on.
Philip: Look, Will, you're just going to have to call the university and cancel, that's all.
Will: Uncle Phil, why can't you trust me to go by myself?
Philip: Because I'm smarter than the average bear.

Carlton: Look, you have exactly 45 seconds to get back from the bathroom. If you're not back, I'm leaving without you.
Will: Carlton, it may take you 45 seconds but it takes a fully grown man a little while longer.
Carlton: Yeah, well, you just wasted about 15 seconds, buddy.

Will: Whoa, whoa. Homer, Homer, Homer. Chill, check it out, man, look. I got $30. Jazz, how much you got?
Jazz: Well, between this soda can and what I got in my wallet I'm good for a nickel.

Will: What do you say, Jazz? You turn my $30 into $300?
Jazz: Does James Brown use a hot comb?

Will: Jazz, you lost all our money, man. I thought you said you knew how to play poker.
Jazz: Poker? You mean this isn't Go Fish?

Jazz: I think I got the answer to our problem right here in my sock.
Will: Jazz, ain't nobody going to pay no money to see your sixth toe.
Jazz: Allow me, my brother.
Will: Yo, you've been holding out on me.
Jazz: I'm sorry. Emergency bean-pot fund. Miss Lola, can I interest you in a game of chance?
Lola: I'm listening.
Jazz: Okay. I'm thinking of a number between one and ten. What is it?
Lola: Four.
Jazz: Damn!

Will: Look, I got the money for the car. We can leave. Come on.
Carlton: No, I can't. It's this damn thing. It just sits there taunting me. "What's wrong, Carlton?" "Lost your nerve, sissy boy?" Look, you got to help me, Will. Make it stop.
Will: Carlton.
Jazz: Okay, everybody, stand back. If I apply the Vulcan death grip, and press real hard right here I believe I can make him black out.

Will: I'm just saying, look, it ain't no way I'm letting Carlton ruin this weekend.
Jazz: Are we slowing down?
Will: I mean, nothing, but nothing, should stand between a man and his Phi Beta booty.
Jazz: Will, you're only doing 20 over the speed limit. What's wrong?
Will: Look, didn't I say nothing's wrong, man? Except the fact that I got a tank full of gas, a campus full of honeys and all I keep thinking about is that little midget we left back there.
Jazz: Will, honestly, I don't think Ashley wanted to come along.
Will: I'm not talking about Ashley. I'm talking about Carlton, man. We left him back there without a friend in the world.
Jazz: Then he should feel right at home.

Will: Whoa, wait a minute, man. You wait one damn minute! We brothers, man. This is crazy. I mean, we shouldn't be out here about to fight over a couple quarters. I mean, in this cruel, hard world we got to stick together, man. Or we done, man. And if you want to be the brother that casts the first stone for the degradation of the entire race then you go right ahead. [Bo hits Will with a punch to the face]

Jazz: Did you get the feeling back in your head yet?
Will: You say something, Uncle Phil?
Carlton: Will, I just want to thank you for standing up for me.
Will: Man, look, it was nothing. What is family for? Plus, we shouldn't have left you there in the first place, man. Anything could have happened. I'm sorry about that.
Carlton: Are you crazy? I had the time of my life.
Will: What?
Carlton: Will, for a little while, I was living on the edge. I, Carlton Banks, recording secretary of the audio visual squad, was gambling, swearing, and staying up really, really late. I mean, I feel so liberated. Quick, open the back window.
Will: Yo, for what, man?
Carlton: I'm going to moon Nevada.
Jazz: Bottoms up.
Will: Oh, Carlton, come on, put that thing away. Someone's going to get hurt.
Carlton: Don't worry, Will. This is my lucky day. [sirens]
Will: I knew your butt was going to get us in trouble, man.