Will Smith

Will · Geoffrey:Will mistakes Geoffrey the butler for Uncle Phil

Will:I didn't know there were so many brothers living in this neighborhood

Will:Okay, well, I... Cheerio and all that rot. Bring the horses round, would you?

Will:Who are you, Robo-butler, man?

Will:Make it sound like we're back on the plantation, like: 'Massa William! Massa William!'

Will:Check this: 'His Royal Freshness.' That's dope.

Geoffrey · Will:Geoffrey says 'Master William, walk this way' and Will responds 'No.'

Will:That was the plan.

Will · Vivian:The plane ride translation confusion - 'stupid' to 'dope' to 'neat'

Will:You got to love this guy, right?

Will:Next time I go to my room, I'm gonna take some bread crumbs.

Will:Hi. My little Scottish cousin.

Will · Ashley:Don't you just hate it when that happens? / Yes, that is my pet peeve.

Will:Yo, this is better than Love Boat. This boy gonna be maxing and relaxing.

Philip · Will:For what? / Probably her head.

Will:Hey, look who's here. Benson.

Will:But I didn't get you anything.

Will:Yo, are we having a party? We're gonna get stupid, right?

Will:That's all you had to say to get rid of him? I've been racking my brain.

Will:Not deaf. D-E-F. That's just slang. Means terrific, good.

Will · Ashley:The rap battle with Ashley about the chorus audition

Vivian · Will:When you two were little, people thought you were twins. You looked exactly alike. / I guess some things never change.

Will:Other than that thing at Buckingham Palace, no.

Will:Yes. It's definitely the cat's meow.

Will:I don't think you have to worry about anybody mistaking you for a brother.

Will:Earth, Wind & Fire! When's your next album coming out?

Will:Really? How much do you think we could get for that stereo?

Carlton · Will:How could you do that? / It's all in the tongue. I'll show you later.

Will:Any requests?

Will · Geoffrey:And do you know what that means? / Masterpiece Theatre is on.

Will:Man, I was with you up till 'skewering.'

Will:You actually heard Malcolm speak, man?

Will:It's that he's from Mars, Ashley.

Ashley · Will:You're like the big brother I never had. / What are you talking about? You got... You're right. I see your point.

Will · Ashley:A half bath? How does that work? / You better show me a full bathroom. I don't want to take no chances.

Will:I knew it!

Hilary · Will:What's so funny? - Carlton told a joke. No, Hilary. Carlton is a joke.

Ashley · Will:Didn't you have a schedule for after school at my age? Yeah, the TV Guide.

Will:May I suggest retirement?

Will · Vivian:Word up. Kick over the keys to the Jag. - The Benzito? - The station wagon.

Will · Philip:Come on, you're gonna ruin my rep. You're only 17. You don't have a rep yet.

Will:The same thing I learned from banging my head against a pole: Don't do it again.

Will:I'll be more than happy to drive you to the Piggly Wiggly, Miss Daisy.

Will:You make me kind of nervous with that stick, lady.

Will:I wasn't as tight with the man as you were.

Will:Hey, Ash, that was decent to listen to that kind of music... without having to see Freddy Krueger kill somebody.

Will:Ash, the world does not need another Philip Banks. We might not have enough farmland to support the one we have.

Will:Let's just say that lady expects a lot from a piece of wood and some strings.

Will:You don't have many pawnshops in Bel-Air. That's really a shame.

Will:A girlie that can play the drums can write her own ticket.

Vivian · Will · Hilary · Carlton:Philip, when I met you, you were into James Brown. - He liked James Brown? - He even wore his hair like him. He had hair?

Will:I hope this isn't going to be one of those Theo moments.

Will:You must have caught her on one of her rare free nights.

Will · Unknown:What dog did he steal that sweater from? Probably his wife.

Will:Good God, who shot the couch?

Will · Hilary:Give her a break, Hilary. She just won the Kentucky Derby.

Will · Carlton:Look at her! Brake! Hit the brake, Will!

Will:I panicked. That squirrel came out of nowhere.

Will · Carlton:Why do they call him that? Because he never says 'yes.'

Will:Boy, you must be on dog food.

Will:and unequivocally the most flamboyant bachelor since Billy Dee.

Will:Carlton, it's very easy to be a geek. All I have to do is follow you around for a day.

Will:I don't think so.

Will · Carlton:Bend over. It's Andover. We're going back home.

Will:Smithers, sir. Kip Smithers.

Will:The cutting part.

Will:Really? With turbans and everything?

Will:Gosh, sir. There's a big question mark on that one.

Will:Yo, baby. Your prince is in effect, baby.

Will:See, I fooled you.

Carlton · Will:You went to Penn State. I went to the state pen.

Will:But, see, they kicked me out because my lyrics was too abrasive.

Will:Baby. You look so good... I wish I could plant you and grow a whole field of y'all.

Will:Baby. You look so good... I wish I could plant you and grow a whole field of y'all.

Will:Yo, baby, Fresh Prince in full effect. It's time to get busy. You can't hay, can you, baby?

Will:This music is def, exceptionally def.

Will:I told him if he don't stay out my face, we would take it to the street.

Will:I wasn't listening to him, baby. I was stealing his wallet.

Will:Okay, baby. This one I got banned in Buffalo for.

Will:Who put this on my head?

Will:I'm Will Smith from West Philly... and I've been busting my butt all night trying to impress you... and trying to scare you.

Will:baby, ain't no girl that fly for me to go through all this trouble for.

Will:Well, then her husband came in.

Will:What is the highest recognition a self-made Black professional can receive? A raise!

Will:The only time you're on the streets is when you're waiting for the valet to bring your car around.

Will:Seems to me every place you go, trouble follows.

Will:All that and he still found time to vote for Reagan. Twice.

Will:Come on, Ash. Less like George Michael, more like Hammer. Come on.

Will:That's it. Baby, you got to put some more butt into it.

Will · Hattie:Zeke? ... Hey, Uncle Zeke.

Will:Am I tripping, or does this remind you of the last episode of Family Ties?

Will:Have mercy!

Will · Hattie:So, Melvin was like his best friend? Melvin was his pig.

Will · Hattie:Are any of them humiliating stories? The best ones are.

Will · Hattie:How did you see me? Mama knows.

Hattie · Will:How much is a little? Let's just say I went out after I was supposed to be in.

Will:Uncle Phil's adopted, right?

Will:Slop bucket? I can't wait till he wakes up.

Will:What is this, the von Trapp family?

Will:After living in Bel-Air, it was great to spend time at Disneyland to get back to reality.

Will:Dull? Sweetheart, that's one thing my uncle is not. Max out, lady. I got a couple of stories for you.

Will:Hey, Uncle Zeke. I got your 100 black and whites.

Will:Uncle Phil, your plaid golf shorts make you look like a fool. Those stories make you look great.

Will:I mean, look, Uncle Phil, it's just like Rosa Parks. When she sat in the front of the bus, she wasn't doing it to prove a point either. She did it 'cause her feet hurt.

Will:I hope he mentions his pig.

Will:See, look at the bag. No grease stain. If this were authentic, you could see right through the bag by now.

Will:We used to steal... I mean, we would enjoy them there often.

Will:Ice Tray grabbed onto the back of a bus and it was so cold, his face got stuck. And he was dragged around the city. He couldn't get off till he hit a bump on the Ben Franklin Bridge.

Uncle Phil · Will:Wonderful. First Will, now Ashley. I can't wait till Ice Box gets here. No, it's Ice Tray, Uncle Phil. Ice Tray. I apologize. Ice Box would be an idiotic name.

Will:This is my bodyguard, Geoffrey. All of this is my Uncle Phil.

Will:Remember we used to say that Daffy Duck must have a little brother somewhere? Meet my cousin Carlton.

Ice Tray · Will:Yo, man, what's with him? It's a tan.

Ice Tray · Will:And O-Money got his hair cut to look like the Chrysler Building. That's good, though, man. That Mount Rushmore thing was not working.

Will:She was so skinny, you could tie a rope around her head and use her like a tetherball pole.

Will:Stacy was so dumb that she took the Pepsi Challenge and chose Jif.

Will:That was cool, till them guys jumped me, trying to steal my pizza. Yo, they was upset.

Will:Seriously. If somebody's chasing him, he can jack a fence like that. But if somebody catch him, it don't matter. The boy got a crazy rabbit punch, like you don't even see it coming. You out of there.

Ice Tray · Will:That's our china dog. Yeah. I figured y'all were so nice to me and everything that I don't need it. That was a joke.

Will:Yo, Palm Springs, the home of the dental floss bikini.

Philip · Will:You're not going. You better tell that to my mojo because his bags is packed.

Will · Philip:Did you see that movie House Party? No. Did you see The Terminator?

Will:Yo, G. Did you leave a vacuum cleaner on? I just heard a loud sucking noise.

Will:Four: Get the stick out of your butt!

Carlton · Will:What do you say to an Oreo? I say, 'What's up, Carlton?'

Will:Look, thanks a lot, man. Now we got to go back and get my head! And I really liked that head.

Will · Carlton:Punch it, man. We're in a Benz. Are you crazy? I call this a lucky break. A policeman is our pal. We can ask him for directions.

Will:Fool, this is not The Love Connection.

Will · Carlton · Police Officer:He's going to tell us to get out of the car. You watch too much TV. Get out of the car.

Officer · Will · Carlton:Where are you from? LA. Not exactly... Next question, please.

Will:Neither will I. The cops took my fake ID.

Will:Any time you see a White guy in jail, you know he did something bad.

Will:Word to Big Bird. We flicked eight Benzitos, 15 Jags, and a Maserati! But I didn't like the upholstery so I took it back, Jack!

Will:Peace out, Bob.

Will:We were breaking the slowness limit. Okay, I've never heard of that law before. But I did hear this other law. It's the 'if you see a Black guy driving anything but a burned-out Pinto... you better stop him because he stole it' law.

Will:We were breaking the slowness limit. Okay, I've never heard of that law before. But I did hear this other law. It's the 'if you see a Black guy driving anything but a burned-out Pinto... you better stop him because he stole it' law.

Will:No map is going to save you, and neither is your glee club... or your fancy Bel-Air address or who your daddy is. When you're driving in a nice car in a strange neighborhood... none of that matters. They only see one thing.

Will · Geoffrey:Look, Geoffrey. We're voguing. And what is the precise nature of this nervous disorder?

Will:It's for people that want to look cool but ain't really got no rhythm.

Will · Geoffrey:You should be good at it. Come on, strike the pose. Unhand me, you ruffian.

Will:Yeah, but Carlton ain't home yet.

Will:Window-shop at Randy's Short and Small?

Will:I belong to the home shopping club.

Will:And you won't get into any of the good nightclubs. I'll never meet Lisa Bonet.

Will:Bring on the clubs.

Will:Lead me to the sisters. I'm ready to get extracurricular.

Will:More specifically, the handsome Black male urban experience.

Will:If she didn't, her daddy would have.

Will:Raphael de la Ghetto.

Christina · Will:I am a poet and I do know it. Why don't you recite your poem?

Will:No, baby, he used to. He went to the clinic. He's straight now.

Will:Roses are red Violets are blue Jazz and I are Black, But Carlton, what are you?

Ashley · Will:Will and Christina sitting in a tree... Beat it.

Will:Wears the same old dashiki and monster afro.

Will:Wears the same old dashiki and monster afro.

Will:You wouldn't either if you had the same dashiki on for 20 years.

Will:I'm a poet, and it's a lot more ink in this pen.

Will:Psych. We just kidding. Good night, y'all.

Will:Have mercy.

Carlton · Will:Asking out magazines, Will? / I don't know. Even paper products have some standards.

Will:What's that, Jody? No, that's as tall as he'll ever be.

Will:Go on, Uncle Phil. You just throw a hairpiece on and come as Mr. T.

Vivian · Will · Carlton:Everyone in the family is invited. Besides, I'm sure Carlton and Will have dates. / Yeah, of course. / Oodles.

Will:It's the law of nature. It's called the survival of the handsomest.

Will:You better buy the mask first.

Will:Carlton, this is gonna be about as much of a contest as Mike Tyson versus Fred Savage.

Will:What's up, Cindy? I'm Will and this is Carlton, my geek.

Will:Y'all got any ribs?

Will:She has to be a human being. I saw you looking in the pet store.

Vivian · Will:You took her to a pawnshop? / Yeah, it was really hard, too. You don't have many pawnshops in Bel-Air. That's really a shame.

Will · Vivian:I had to go all the way to East LA. / East LA?

Will:A girlie that can play the drums can write her own ticket.

Will · Vivian · Will:He liked James Brown? / He even wore his hair like him. / He had hair?

Will:Word? Yo, baby, peep this.

Will:Earth, Wind & Fire. When's your next album coming out?

Will:Really? How much do you think we could get for that stereo?

Will:Beat it, see you, scram, sayonara, peace out. And so long, screwy.

Will:While Carlton snaps at every opportunity to take a cheap shot... I'm the kindest, gentlest soul you'll ever want to meet.

Will:You can level with me. Uncle Phil's adopted, right?

Carlton · Will:What do you say to an Oreo? / I say, 'What's up, Carlton?'

Carlton · Will:I won't be admitted to the bar. / Neither will I. The cops took my fake ID.

Will:Baby, that's man food.

Will:And he said ever since he was the Emperor of China.

Will:And he said ever since he was the Emperor of China.

Will · Geoffrey:Tell Michael I'll have to work on his dance steps later. / That's Bo Jackson.

Will:Looks like it's been on the floor.

Will:Scary.

Will:Janet Girlie.

Will:If you found out the only person in the world that would go out with you... was mentally deranged, you'd go to bed early, too.

Will:This monster's called the Bel-Air Beast... and, oh, my goodness, there he is!

Will:Okay. Tough luck, Carlton. Beat it, see you, scram, sayonara, peace out. And so long, screwy.

Melinda · Will:Not so fast. I don't even know you. / Count your blessings.

Will:I mean while Carlton snaps at every opportunity to take a cheap shot... I'm the kindest, gentlest soul you'll ever want to meet.

Will:You can level with me. Uncle Phil's adopted, right?

Will:No. I didn't know that, but I'd love to have some details about that.

Will:Slop bucket? I can't wait till he wakes up.

Will:Four: Get the stick out of your butt!

Carlton · Will:What do you say to an Oreo? / I say, 'What's up, Carlton?'

Carlton · Will:I won't be admitted to the bar. / Neither will I. The cops took my fake ID.

Will:Come on, man, don't give me that my-dog-is-dead face.

Will:Baby, that's man food.

Will · Carlton:Carlton, what the hell was that? That never happened. / It could have. Besides, when we made this bet... there was nothing in the rules that said no lying.

Will:Tell Michael I'll have to work on his dance steps later.

Will:Watch the handshake, man. There goes baseball season.

Will:Malcolm, Malcolm, Malcolm... I mean, look, I understand your instinct... but you shouldn't try to impress a girl with who you know. It's much better that she like you just for yourself.

Will:Looks like it's been on the floor.

Will:Especially in a place this well lit.

Will:Janet Girlie.

Will:Boy, you're living out all your fantasies tonight, huh?

Will:Did she hit her head and her eyesight come back?

Will:Baby, that hairnet was doing nothing for you.

Will:Baby, that hairnet was doing nothing for you.

Will:Her slipper. / Could it be?

Will · Cindy:I've been touched by magic. / Oh, my God. I can't believe I dropped my shoe. Maybe I should try some of those insole thingies. Listen, here's my number.

Will:If you found out the only person in the world that would go out with you... was mentally deranged, you'd go to bed early, too.

Will:But he doesn't use an axe or a chain saw... he talks his victims to death.

Will:This monster's called the Bel-Air Beast... and, oh, my goodness, there he is!

Will:And they say the man can't party.

Will:Carlton, put away that tired old kazoo, please.

Will:People, people, please. I don't want to hear your dirty laundry.

Will:The mall.

Will:A lonely woman, new to our country... she probably won't even notice what a Melvin Geoffrey is.

Will:So far, I count you plus three guys.

Will:I'm not making too big an assumption here, am I?

Will:I mean, it's your patriotic duty to show your countrywoman a good time.

Will:Don't be such a wanker.

Will:You got a kind of a Ben Vereen thing going here, man.

Will:Pure, unadulterated funk.

Will:I won't answer that without a lawyer and a dictionary.

Will:Get ready to have your candles blown out.

Will:What are you trying to pull here, Tony the Tiger?

Helen · Will:Ashley, this must be that houseboy you were telling me about. That's homeboy. Sorry.

Will:All the babes I mess with in Bel-Air been whacked, right?

Will:I don't know what you guys do in LA, but in Philly, you crack on somebody's honey, you get yourself killed.

Will · Jazz:Like an angel in flight. Yeah, he is better than I thought he'd be.

Will:They're doing the lambada.

Carlton · Will:Geoffrey does the lambada? That's the forbidden dance.

Will:I guess what I want to say is it's all Jazz's fault, man.

Will:I shouldn't have busted your groove at the club.

Will:That's pretty cold, G.

Will:I could be slower. I'm sure I could be less sophisticated.

Will:Come on, baby. Get on the soul train.

Will:I'm sorry. You don't have a hoop outside. And Jazz is getting tired of standing on the second-floor balcony... holding a pool skimmer.

Will · Jazz · Hilary:Aunt Viv, don't you think if we went down to watch them practice... Carlton would be a little embarrassed? - Let's go. - Let's go.

Will · Jazz:Man, these guys need help. Help? They need a telethon.

Will:Mr. Thorvald, straight up, about that fire alarm: I don't know who pulled it.

Will:Your team doesn't need a playbook. They need a prayer book.

Will:Carlton, you got it wrong already. It's more like this. This is me. And this is you.

Will:This is my brain... and this is your brain. This is my handsome face. And this is your ugly little Frankenstein face.

Will:Here, Ashley, finally there's an adult in the room.

Philip · Will:How'd you like it if I went into your room and started throwing chalk around? I'd be devastated.

Will:I'm going to Disneyland!

Isaiah Thomas · Will:How do you do it, Prince? Easy, Isaiah. Air Fresh gym shoes. Just pass it to Will.

Will · Carlton:Excuse me, your name is Spalding? Dad gave it to me for my birthday three years ago. It's my ball. Give it.

Will:Boy, you're lucky that was just a starter's pistol.

Will:I been here for two months. I been getting yelled at at home... screamed at at school, I been sent to detention, grounded... threatened with expulsion on almost a daily basis. I finally do something I get credit for, and you can't take it.

Will:No, I came up with all that fly stuff myself.

Will · Vivian:Boy, holiday traffic is starting already. People are in such a lousy mood. I learned five new words on the way home. - Did you know what they meant? - I think so. They were accompanied by very helpful hand gestures.

Viola · Will:Look at my boy. You really have changed. Yeah, I'm handsome. No, you haven't changed.

Viola · Will · Philip:He's certainly not taking any food out of your mouth. Starting already. I don't believe it. That's a good one, Mama. I got to use that one. No, you don't make fun of your uncle. That's my job.

Viola · Will · Philip:And looking less and less like your daddy every day. Ouch. Run for cover, Dad. Where's he going to hide at?

Ashley · Carlton · Will:What dance is this? It's called the swim, Ashley. It was very popular in the 1940s. The 1960s, and it's not the swim.

Will · Viola:Does she still make it? Honey, she passed on. - You're kidding. - Child, she was in her early 100s. You'd have never known by the way she used to swing that baseball bat at me.

Geoffrey · Will:You shouted, Master William? Yes, Geoffrey. Why don't you have a seat and have some of this delicious peach cobbler... while we clear the table.

Will · Viola · Philip:Your Highness, let us all clear the table. That's a good one. Honey, do I look like I'm telling a joke? Not to me.

Viola · Will:If you want to cut me some flowers, you go get them yourself. Okay, I'll cut you the most beautiful bouquet in the world... but its beauty will pale in comparison to yours. Don't even try that Prince Charming stuff.

Will:'Cause it's the size of a football field!

Will:Okay, but I ain't going to cut you no flowers.

Vivian · Ashley · Hilary · Will:This is not a drill. It's a fire? My God, I'm going back for my new suede boots. Don't try to stop me. While you're up there, get my lucky drawers!

Hilary · Will:My God, I'm going back for my new suede boots. Don't try to stop me. While you're up there, get my lucky drawers!

Will:Excuse me? Didn't I just mow Central Park yesterday?

Will · Vivian:I mean, she sees me so little... and I'm growing so fast. Don't even try that Prince Charming stuff.

Will:I mean, you guys are getting a fancy ride, a fancy ride in a free car.

Will · Carlton:Carlton, this isn't exactly brain surgery. When something is too dry, what do we do? Cream of mushroom soup.

Will:They're just burned on top. Once you get underneath it... they're totally charred.

Will:Yeah, you'd never know Ashley dropped it on the floor.

Will:No! You can have all of that.

Philip · Will:It's frozen inside. I'm sorry. I thawed it as much I could. What am I supposed to do, sit on it all day?

Will:I know, 'cause Bigfoot is growling.

Will:That's not true. Mr. Fellows is out there drinking his second cup of stuffing.

Will:They think I'm a genius.

Will · Viola:I wish I could've seen you cooking it. Mom, you definitely would've been crying, straight up.

Will:Put a Barney Rubble head on, I'd swear it was Flintstones On Ice.

Will:BWA: Butler With an Attitude.

Will:Man, you're looking chiseled.

Will:Don't worry. Tonight, we're having ribs.

Will:I'm doing a term paper on owls.

Will:Revenge!

Will:This is a job for Sherlock Homeboy.

Will:1000 hours. Bike not fast enough to keep up with Volvo.

Kimmy · Cindy · Will:Hi, Willie. - Hi, Willie. - No, just 'Will.'

Will:It's even bigger than I thought.

Will:Ain't that the truth, Ruth.

Will:What was that technical term again? A quark, right?

Will:If you were going to do a research paper... you'd probably have to know something they taught on the first day.

Will:It helps that Toni's roommates have the combined IQ of a raisin.

Will:You're not in any position to tell me what I can or cannot do, Miss Thing.

Will:Carry me.

Will:of course, his pair of lucky drawers.

Will:And from now on, you will pronounce the word 'draws.'

Will:We are not amused.

Will:Come on, baby. You doggin' it.

Will:You have amused us, but His Highness is tired and would like to go to sleep.

Will:Not too tight. I wouldn't want you to suffocate.

Hilary · Will:Will Smith is perfect. Why, thank you. It's so nice to be appreciated.

Will:Hope her crazy lies don't drag down anyone else.

Will:If she doesn't scream soon, I'm gonna have to give my frog a drink. Ferdinand gets dehydrated.

Will · Hilary:We're going to bed just as soon as we finish this frog-leg soup.

Will · Hilary:There wasn't enough frog to make more than two bowls.

Will:That's funny, I thought she said she put snakes in your sleeping bags. Psych!

Will:That means 'just kidding.'

Will:Wait. Hold up. Scream for me one time.

Will:Any of you have pacemakers on?

Will:It happened to a guy named Will... bert. Wilbert Smith... sonian.

Will:It was graffiti everywhere, even on the principal.

Chad · Will:Way to play. I kid you not, Will, women faint at this man's feet. Odor-Eaters work for me.

Will:I took the Universal Tour. You know that earthquake ride? Look out! Here comes the subway car!

Will:Y'all don't throw nothing away.

Will:I can tell.

Will · Carlton:Where are all the fly honeys at? - Fly honeys? - Yeah, girls. Will, didn't anybody tell you this is an all-boys school?

Will:Then they tortured him with a half an hour of Broadway show tunes.

Will:Enter the Bloat. Five, four, three, two...

Will · Dr. Oates · Svenson:Yo! - Mr. Svenson? - Ja?

Will:Is that like a trick question?

Will:You mean Section 3, Paragraph 4, which states: 'A tie must be worn with a Windsor knot.' But it doesn't say where.

Will:Weren't you the bad guy in Goldfinger?

Will:Listen, Cornflake.

Will:'Ho' is definitely not a word that you want to yell. I think the word you're looking for is 'yo.' 'Yo'? Yeah. It'll be easy to remember. It's like 'oy' backwards.

Will:Carlton, here in Boys Town... I don't want to rub anybody any way.

Will · Carlton:What, did you like pass out in history class? I had them rolling. The people who count were laughing at you, not with you.

Will:When I said I could go for it, I mean, like, I want it... like you go for it.

Will:There's such a thing as dog dumb, too.

Will:Maybe on my deathbed.

Will:Yeah. That's what I would have said.

Will:No, not the Alligaroos.

Will:Speak on, bro.

Will · Simon:But those guys, they carved their name in a new desk. They got their picture on the wall. That's totally different. They carved their names so people would remember them as part of the school. That's why I did it.

Will:I'm sorry, Uncle Phil. I wasn't listening. What did you say?

Will · Carlton:Carlton, you Five-Oed me, man. - Excuse me? - You dimed me out. - Pardon? - You tattled on me, all right?

Will:If I woke up one morning and I had all of your friends... and I was an Alligaroo... and I wore those cute shirts with the little horses on them... I'd jump off the Empire State Building and hope to catch my eyelid on a nail.

Will:Picture this if you will... my man Wilbert in a kitchen with a hair net on his head. If that's not a scary thought, I don't know what is.

Will:I get it. His hooves are full. He don't have no hands, I get it.

Will:Hey, G, I did not see that coming. This is dope, right, Ash?

Will:Really? What a gyp.

Will:Wait a minute, there is no Milli Vanilli... but there definitely is a Santa Claus.

Will:How do you spell 'Vanessa Williams'?

Will:Give you $1 if you shave your head.

Will:Imitating Jerry Lewis?

Will:A little kid sees his mom tongue-wrestling with Santa Claus?

Will:You dress up like the Easter Bunny. That makes me sick.

Will:Who's coming down the chimney, Barbra Streisand?

Will:You don't know nobody.

Will:Then at the end of the evening, the traditional police sirens.

Will:there's no winos making snow angels on the front lawn.

Will:That little disk?

Will:Do they open your presents and wear your sweaters, too?

Will:I got to get back to you on that.

Will:It's going to be about arrogant little elves and rambunctious reindeer... and little men in red suits. I think it will be deeply, deeply dope.

Will:So me and Ashley went down to the Pick 'n' Grab.

Will:Brother, you got a problem with my lights?

Will:Ain't no thing but a chicken wing.

Will:I can tell by the sound of this guy's voice on the phone, I could take him in a minute.

Will:Will's physical reaction to seeing Evander Holyfield

Holyfield · Will:You're the chump I talked to on the telephone. Phone? I ain't talked to you on no phone.

Will:Fight the power, Ashley.

Will:Yeah, me, too.

Will:You know the one where it's all snowy... and the little jolly Santa is riding on a Norelco shaver?

Will:with the horses with the furry feet are pulling the sleigh through the snow.

Will:He's on the shaver!

Will:You might want to change them pants.

Will:Maybe he can pick one out of Uncle Phil's pants.

Will:Carlton, what is it, recess at the clown convention?

Will:Back in Philly I knew this guy named Leo Brentley. The dude tried to steal my lucky drawers.

Jameson · Will · Jameson:You have a pair of lucky drawers? - Well, yeah. - So do I.

Will · Jameson:I ain't down with carrying golf clubs. / It's $50, plus tip. / Fore!

Will:It's because your hat's turned to the side, you can see better.

Will · Jameson:That's wack. / 'Wack.' In what sense of the word?

Geoffrey · Will:What's his handicap, sir? / Ain't it obvious?

Hilary · Will:I just told my boss, 'Teach me. I'm a blank slate.' / At least you're honest.

Will · Jameson:So what you're saying is thanks to me, you got lucky twice yesterday. / Three times.

Will:The wife girlie will be smiling for months.

Jameson · Will:I don't drink. I like to keep my mind clear. / I think he's cleared it out pretty well.

Will · Vivian:He talks to the spirit of a dead dog? / No. He had him stuffed and put in his office.

Will:The planet he's on ain't even been discovered yet.

Will:Exactly. That's Sparky's job.

Will:Size 42, extra fly.

Will:I know. I just feel terrible. Am I showing enough cuff?

Will:I'm sorry, but the aura is wack.

Will:It's two against one.

Jameson · Will:Will, you owe me $14 million. / Here's $5.

Will:You're the one that's got Lassie as your vice president.

Will:Uncle Phil told him he could take his big account... fold it five ways and stick it where Sparky can't find it.

Will:Sorry about that, Coach, but... I thought I'd run a few laps before class. Help out the old basketball team.

Carlton · Will:I think I aced this one. How about you, Will? I think I did just fine.

Will:And the little smiley face you use to dot your 'I'... shows that you got way too much time on your hands.

Will:Handsome movie star, who will only be happy... if you spend obscene amounts of money.

Will:No, Uncle Phil. You deserve a fresh piece of paper.

Will · Vivian · Carlton:You will? You will? You will?

Will · Carlton:What, are you tripping? How do you figure that? Because the teacher's my mommy.

Will:That's what I meant.

Will · Carlton:This course was a brilliant idea. She's your mom!

Will:It's right around the corner from the Pencil School?

Will:My body needs a certain amount of microwaves.

Will:Last night, I had a dream that I went to the prom with Harriet Tubman.

Carlton · Will:Umoja. What? Umoja. It's Swahili for 'unity.' Dope, huh?

Carlton · Will:After you, Will. / No, you go ahead first. / I insist. / She's your mom. / This class was your idea.

Will:Aunt Viv, I read The Autobiography of Malcolm X three times.

Will · Carlton:For the last time... we are not breaking into Michael Jackson's house.

Will · Carlton:The reason you don't like the music is because you can't dance. Really? [Carlton attempts to dance]

Will:In your face.

Philip · Will:Are you insane? It's a little late to be asking.

Will:Zeke. That one always kills me.

Will · Granny:Did you bring the picture of him and the goat? Never leave home without it.

Will:Now that's your first mistake. He tells me all kinds of stuff to do... and I never listen to him. And I'm a better person for it.

Will:I don't know if she'd go out with anybody in local drawers.

Will:That one's me, right?

Will:Word to Granny. That one's me, right?

Will:Maybe if you changed it to cats or something.

Will:Yo, DJ Granny.

Will:Yo, DJ Granny.

Will:Bulls and cows need to get together before it starts snowing.

Will · Granny:Granny, will you marry me? Sweet talker!

Will:Please don't make me go.

Will:Good work 0070.

Will:Here's $10.

Will:Word. Thank God he just had a mouthful of Gummy Bears.

Will:Granny, that marriage proposal still stands.

Will:Uncle Phil, you had the shortest rap career in history.

Will · Jazz:How many times you helped me out? / Seven.

Will · Jazz:your sister should be like a sister to me, not a girlfriend... I'm willing to take that risk.

Will · Geoffrey:$10 says I ain't home. / It doesn't quite say it loudly enough. / Do I hear $15?

Will · Jazz:When I come back, I want you gone. / Guess I got plenty of time then.

Will:Brother, do the words 'boing-yoing-yoing' mean anything to you?

Will · Jazz:I'm willing to take that risk. / In that case, how much are you willing to give?

Janet · Will:You'd be a great dad. / You, too, baby.

Will:And I never will be again.

Will:Oh, man.

Will:You're right. We are going to be great together.

Will · Gia:We certainly are. / Not. / Then I'll come back.

Will · Janet:Six kids? / That's right, baby. Three girls, three boys. And don't even think about naming one of them William.

Will:I ordered lemonade.

Will:Yeah. We got any more of those pecan rolls?

Will:I'm telling you, if we had a bunny, dude would be on the stove right now.

Jazz · Will:I say, marry her. - You can stop that.

Will:I ain't living like that. What guy deserves a woman like your sister?

Will:You know, I'm going to miss him.

Will · Jazz:Every woman wants a man to take control... Rib tips?

Will:I used to be intimidated by the British. I thought they were superior in taste, style, and breeding. Then I saw Benny Hill.

Will:Geoffrey, mon! Do the limbo with me.

Will:I'll be at the peak of Schweppervescence.

Will · Vivian:Just around the corner. - Where around the corner? Nevada.

Will:Uncle Phil, mon! You are generous, fair-minded, and very sexy.

Will:I swear to you guys that was on the car when I got in it.

Will:Opera? I thought she said 'Oprah.'

Will:Spider-Man comics. Watchman. Goobers, Raisinets.

Will:Did you see what I did with my spitball straw?

Will:Mr. Belvesneer.

Will:How hard can it be? I'll take her to the opera, cop a few 'Z's'... bring her back home.

Will:Now, where does that put me?

Will:Don't nobody call me a mother nothing.

Will:Who are you, Dr. Jekyll and Patty Duke?

Will · Lady Penelope:The Meat Hook? That's the roughest bar in L.A. Super. That's what Lady Cicely told me.

Will:See, I'm a plainclothes nun. Yeah, that's right. They call me Sister Sledge.

Will:Man, this babysitting thing is easy.

Will:Lady, come back with my car!

Will · Bouncer:Yo, man. Should I get the bouncer? I am the bouncer.

Will:I think I saw that guy on Unsolved Mysteries.

Otis · Will:You're dancing with my woman. No. You got it all wrong. I'm not dancing with her. I'm trying to get her to go home with me. I'll bet you are.

Will:G, the Lady is a tramp.

Will:I swear on a stack of TV Guides.

Will:I'm not going to get to see Ziggy.

Will:To the Batmobile.

Will:He could be hiding her in his fist.

Will:Don't press him, G. You saw what he did to Tokyo.

Will:You got a point there. Good luck.

Will:You should sit down. It's going to be a long story, Uncle Phil.

Will:I know how desperate I can get. How about you, Carlton?

Will:Yeah, something about how them fat ankles roll over them squeaky white shoes.

Will:Red flag.

Will:When she says, 'lovely girl' that means 'get out the Milk Bones.'

Will:Nice personality means she's protected by Greenpeace.

Will:There you have it. We wouldn't have nothing to talk about. I'm not that good at math and I don't speak no French.

Will:Geoffrey? He's down with my posse. He cuts a nice fade, so I keep him around. Don't that make you large.

Will · Carlton:The word is 'diss.' I don't care whether it's diss, dat, or the other thing.

Will:Where we come from age don't make no difference. 17, 21, 33, they're all in the same grade.

Will:You know, that's surprising, because sequels tend to be a little disappointing.

Will:The Intelligent Hoodlum. I just got his tape. It's upstairs. Dude be dropping science.

Will:In our building in West Philly, we had a wild shrew once. Just crawling out from under the kitchen sink. Yo, dude was, like, this big. Stole a Smithfield ham from my Uncle Leroy.

Will · Carlton:You know what my beef with Kayla is? I thought you didn't want to talk about Kayla?

Will:But you're the one fronting like you all that when in actuality, you're about that much of that.

Will:You so stuck-up your fingers got to make an appointment to scratch your damn head.

Will:Your mama's so dumb she went to the movies. It said, 'Under 17 not admitted' so she went and got 16 of her friends.

Will:You so ugly your mama had to feed you with a slingshot.

Will:Damn, baby. You so fine.

Will:I would kiss you but I just had a chilidog.

Will:Yeah, that's what my neighbor's gardener said.

Will:But I once got up to the third level of Super Mario Bros and, yo, it was hectic up there.

Will:When you start using them million dollar words makes my liver quiver.

Kayla · Will:You're the only boy I've ever been with that really appreciates my being sesquipedalian. Meow, baby.

Will:Yeah, Sigma Fly.

Will:I'm sort of like a big old bag of Lay's potato chips. It's like, once you get a taste, you just can't stop.

Will:I've been here all these months chasing chicken-headed girls around

Will:And I thought Carlton's come-on lines were funky.

Will:The answer is 'C.' I'm not sure what you're studying but I know that with multiple-choice you can't go wrong with 'C.'

Will:Wonder how come she never cleaned my room.

Will:If there's anything I can do or not do, I will do or not do.

Will:Out!

Will · Philip:That's why. How y'all doing? I just got my hair cut. Kind of fly, huh?

Will:But, I guess y'all got kind of a reverse thing going on here.

Will:Finally. I always thought you could do better. Good luck.

Will:Don't leave me here with him! He's going to eat me. Don't leave me here.

Will:What the hey. Maybe just $5 a ball.

Will:Ain't no thing but a chicken wing. My game is all that.

Will:I see you've met my Earth Science teacher.

Will:They got guys in there that make you look like Webster.

Will:The only legal phrase these people know is, 'Will the defendant please rise.'

Will · Hustler:Much better. That's not how I see it. You still stink.

Will:Do you think she'll put two and two together when the cops dig my body up.

Will · Philip:What, you're going to spank me? You know the severity of what you did tonight.

Will:Your money? I'll play you for it.

Will:No. See, when I laugh at you, it's more like this... [followed by exaggerated demonstration laugh]

Will:Man, y'all butchered that song. Hey, C, I'm telling you, if the Commodores heard you singing... they'd tie you down to the tracks and run you over with the soul train.

Will · Carlton:All right, but just out of curiosity, Carlton, what color are you?

Will:No. It's that tie that does it.

Will:And if you can make it there, you'll make it anywhere.

Will:I don't know. That's my whole reason for living.

Will:Damn! Why didn't we bet money?

Will:Man, it's about to be Diss-fest '91 around here.

Will:I spent half the ride trying to convince him not to say, 'Dyn-o-mite.'

Will · Carlton:Carlton, you look like a pirate. Yo, stop fronting. You know this gear is chill.

Will:It's not that kind of park, Boo Boo.

Will:If a brother comes between a brother and his brothers... then that brother's considered a mother.

Will:Geoffrey fell down the back steps, split his wig. We gotta go to the hospital.

Will:No, but I think I heard Uncle Phil upstairs testing his belts out.

Will:There's no 'yo' at the end of it. I'm pretty sure of it.

Will:Peace out.

Carlton · Will:You love me. My brother, you wanna take this outside?

Will:Yo, that's just them. I'm definitely laughing at you.

Geoffrey · Will:Right there.

Will:You're telling me. He likes all the same stuff I like.

Will:How about, 'Hello, Tootie, I'm Fruity'?

Will:Will's condescending explanation to Hilary about getting Little T to the party

Will:Something beginning to gel here?

Will:Yeah? Well, if he's not here 15 minutes ago, that's his butt.

Will:My brother, you want to take this outside?

Will:The kid is not only aggressive, but inaccurate... and that's a dangerous combination.

Will · Philip:Follow them. - Out.

Will:Uncle Phil got hungry, so he sent us to pick up a dozen pizzas.

Will:It's doing a weird kind of bird's nest thing. You might wanna get a hairbrush and fix it.

Will:I knew that. I just brought Carlton down 'cause I had to prove it to him.

Will:'cause when you're 21, you can appreciate these things more.

Will:That's not going to work this time, Hil, darling. Uncle Phil went to the supermarket, so he'll be gone for at least a week.

Will:I can't see too many honeys being impressed by: 'Babe, I busted myself up playing peewee football.'

Philip · Will:What? / I was definitely the closest.

Will:They say Gandhi had a very similar childhood dream.

Hilary · Will:She won an Oscar. / Nominated.

Hilary · Will:And she was in one of the top 10 movies of all time. / Eight years ago.

Hilary · Will:She needs a new assistant because she just got back from a well-deserved year off. / Nose job.

Hilary · Will:How did you know all of that? / I have an inquiring mind.

Will · Will:Hilary, I loved her in that musical she did. God, what a voice. / Lip-synch.

Will:You know, while you're down there... you may even get to see Dustin Hoffman's drawers.

Will:Flowers, a Kit Kat... and a song.

Will:Don't you remember, Jazz... you've got that brain-surgery appointment.

Will:Don't you remember, Jazz... you've got that brain-surgery appointment.

Will:So what did you do this afternoon? Massage her feet, give her cat a perm?

Will:Hilary, I wouldn't go out with her if she and Marsha Warfield were the last two women on earth.

Will:And I guess it won't kill you to go out with Jazz.

Will:Look at that. Butter on ice. I'm living large now.

Will:It's either 'slow dancing with Jazz' time... or 'Will getting up, going home, and leaving you without a job' time.

Will · Will:You're the idiot. / Well, date's over.

Will · Jazz · Will:I got to go. / Peace. / Peace, babe.

Will:Yes, Mom, I'm very happy with the holes that God gave me.

Will:I'd say so. Mom, no, I'm not making any extra work for Geoffrey. He hardly even knows I'm here.

Will:Yo, everything is Mop & Glo, Mom. They love me here.

Will · Uncle Phil:Will! Excuse me, Mom, me and Uncle Phil are about to go for a run.

Will:No, no, no, no, I wuv you more! All right, you wuv me more.

Will:Like his life isn't sad enough already.

Will:Actually, that was a puppy.

Will:You don't have to worry about us coming around here with no babies. I mean, we don't even know no babies.

Will:It's sort of like my lucky drawers, except I wear it on my hand.

Will:Man, this door is like straight out of Blacula. It's like the '70s crawled up in here and died. Yeah, J.J. Walker's lips are probably around here somewhere.

Will:Baby, no, listen, no. The ground moved, okay? The ground. The ground moved. Nobody was bothering it, it just moved, all right?

Will:I'm a grown man sitting under a table hugging a teddy bear. I am not fine.

Will:I'm a grown man sitting under a table hugging a teddy bear. I am not fine.

Will:I may never see Zimbabwe. Never dunk on Michael Jordan. I may never see Rudy get married on The Cosbys.

Will · Kathleen:But your spot is more comfortable. I know. That's why it's my spot.

Kathleen · Will:I put them in my little black purse. Oh! You wear contacts! Is that okay?

Will:Then why isn't it growing out your scalp?

Will:Wind, rain, cheese steak, these are things I know.

Will:Because every time I come near you, the ground starts moving. I'm just trying to get back to Philly... where the ground stays still and the people move.

Will · Kathleen:What's the magic word? -Now!

Will:Okay, look, Kathleen, in the last three hours... you took out your eyeballs, your fingernails... your eyelids, and your hair. Now what else on your body can I get at the mall?

Will:Yeah, your mom sucks breath mints, too!

Will:Yeah, your mom sucks breath mints, too!

Will:Well, I'm sorry, but I couldn't find any Lee Press-On Ears.

Will · Kathleen:Hey, hey, don't be dissing my bear! Well, don't be dissing my hair.

Will:Listen to me, I'm starting to sound like my Uncle Phil. Next thing I know, I'm going to wake up bald and hungry.

Will:Wasn't no traffic. It was Carlton's driving. It was old people in walkers passing us.

Will:Carlton, please, George Burns flipped you the bird.

Will:Hey, look, don't feel bad, Aunt Viv. At least you have two normal daughters.

Will:Aunt Viv, don't feel bad. At least you have one normal daughter.

Will:Aunt Viv, I'd say it's about time you started feeling bad.

Will:Is Linda Blair down there?

Will:Yo, take 1,000 aspirin, drink 50 gallons of water... and stay in bed until Carlton's voice changes.

Will:The key is a 60-watt light bulb.

Will:Word up. Carlton getting on your nerves, too?

Will:That would be great if you were rumbling Princess Di. But, no...

Will:Hey, sorry, man. Homegirl says she was a Vanilla Ice fan. I kind of lost my head.

Will:But never forget, Mama Said Knock You Out. LL Cool J.

Will:And, Ashley, whatever happens tomorrow... know that I believe Carlton is adopted.

Will:And you must be the spawn of Satan.

Will:Running a little low on cheeks there, bro?

Will:You know, Paula, even the great Martin Luther King... probably drew the line somewhere. And it was probably somewhere around that region you were just aiming.

Will:$50? How are you playing me? $50? Come on, $20.

Will:It's kind of a rough neighborhood. You want to walk me to my car?

Will:Like, picture Mike Tyson in a training bra.

Will:Let's get ready to rumble!

Will:Sure you don't want to get a couple sucker punches in there?

Will:Sure you don't want to get a couple sucker punches in there?

Will:Good school. I was thinking of going there if my scholarship... to Princeton, Yale, Wharton, and Talladega Tech had fallen through.

Will:That's it, Uncle Phil! You're grounded!

Will:It's like: My broski! Whatever you want to do... broham, on the left or the right we can do that all night. But all that old yackety-yak, jawbone, you kicking in the middle, man... you can stop that, 'cause I ain't down with that. You see what I'm saying?

Will:Me, neither. That's why it's so sacred.

Will:Thirty seconds on high, Spock. Energize.

Will · Carlton:Do something, Bones. / Jim, I'm a doctor, damn it, not a short-order cook.

Will:Do I look like Wilma Flintstone?

Will:Come on, beat it, man. There's barely enough for me.

Will:And that suit you got on... man, it's great how it accentuates your massive... weight loss, man.

Will:I got cramps.

Will · Geoffrey:Could you put that on a croissant for me? / Certainly.

Geoffrey · Will:Swiss? / No, Gorgonzola.

Will:Yo, man, how you gonna play a brother on the Grey Poupon?

Will:Oh, my God. Uncle Phil is right, G. I'm turning into Carlton.

Will:Now you see it, now you don't.

Will:Yo, the funky Fresh is back in the flesh with a vengeance, homes.

Will:Hey, I'm gonna eat that though. / But I ain't gonna enjoy it.

Will · Uncle Phil:Excuse me, what did you call me? / I called you Will. / No, you didn't. You called me Carlton.

Will:And they didn't, like, stop the game?

Will:I want to sit in the $2 seats where my feet be sticking to the floor and a big, fat, crusty, bloated dude is sitting behind me belching in my ear.

Will:Man, you take bad news better than anybody I ever met.

Cindy · Will:I wonder if it shows too much cleavage. / About how many corsages you gonna be needing?

Will:I think those two are a match made in midget heaven.

Will:Why don't you just do me like Kunta Kinte and chop off my foot?

Will: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.

Will:I think you'll be needing a booster seat, little boy.

Will:Sorry, man, we ain't got no more.

Will:Well, sir, we've got all three flavors of Slim-Fast.

Will:I'm not a waiter. According to my uncle, I don't even have a job.

Will · Uncle Phil:What did you say, pervert? / Oh, I'm sorry. I.... / Look, man, this is Treasure Island, okay? Now, Pleasure Island, that's a block down the street.

Will:Yeah, wait till they make you bob for your lobster.

Will:Of course, if I had my choice, I'd pick Ashley but....

Will:It's cool, max out, Hil, they won't be home for hours.

Will:They're here. Nighty-night.

Will:Yo, what's up, the butler posse?

Will:Yo, C, you looking buffed, man. What, you been pumping iron?

Will:No, that's all right, I'm driving later, man. Y'all go ahead and get busy without me.

Will:None of that sniffing furniture polish, all right? Just say no.

Will · Geoffrey:Hey, yo, G. Can I borrow your new TV, man? -Certainly, Master William, it's in my suite. -No, it ain't, G. It's right here.

Will:Buy a vowel, you moron. Buy a vowel!

Will:Yeah, and if I were you I'd get a red nose... and a set of big floppy shoes, and call it a day.

Will:Yeah, right, and in kindergarten they told me... it didn't make a difference where you put the round peg. Next thing I knew I was in the back of the class with a guy who ate paste.

Will:Like I was saying, Carlton, a wise man knows the value of hard work.

Will:You're gonna get a gold star on your chart right next to 'put away toys'... and 'stay dry through the night.'

Will:Will dancing/stretching before the test

Will:See, what it was is we're gonna be sitting down for a lot of hours... so I just thought I'd do something to get my blood flowing.

Will:Or you could throw it up in the air and cover that big hole in the ozone.

Will:Who's the most handsome guy in the world?

Will:And who's the biggest weenie on the planet for $400?

Will:Hold it, the 91 must be my percentile. But then, that means that.... I'm the most intelligent guy in the world.

Will:You know, Carlton, you're gonna love driving those big rigs, man.

Will:Somewhere there's an Asian Will Smith and he's really ticked.

Will:This a window, this is Windex. Can you say that, little boy?

Will:What do you think? It's like 91? Or a measly little 90?

Will:About what? About $91?

Will:Of course, yours have a lot shorter distance to travel.

Will:Coach, are you familiar with the sports injury... cerebral-spinal-refrictionation?

Will:I mean, as you can see, he looks like a complete idiot.

Will:I was about to jet to the Riviera with Whitney Houston... but since I'm grounded, I guess I can spare five or six months.

Carlton · Will:Articulate, eloquent, erudite? No, wordy.

Will:You irritate the hell out of me! Now, get out of my room!

Will:It's WiIIsenio... Smith!

Will:Well, l've grown a little bit since you've seen me, about an inch and a half. Check this out, l got some chest hairs now. Look.

Will:See? Digger One there. Oh, that must have been sweater lint.

Will:Have you ever felt, you know, not so fresh?

Will:Got an A+ on my Spanish test. Man, muchos brainos en eI cabeza, si?

Will:That means, 'How much is the espadrilles?'

Will:Another pIanet, man. I ain't sewing no dress.

Will:WeII, what? Are you crazy? We'd do a dress Iike that. And that incIudes a fuII smocking and smart pIeat.

Will:If I was 50 years oId... I'd definiteIy take her out for a bucket of chicken.

Will:Go, Granny.

Will:Last week they served tapioca. Man, the cops had to break that joint up.

Will:Yeah, that's a good Iine, Ed. I'II have to use that one myseIf.

Will:Yo, E. Another dope Iine, man.

Will:Work it, honey.

Will:I think I'II go transIate the Dead Sea ScroIIs.

Will:Bungee jumping.

Will:Nice meeting you, Miss Sweet Thing.

Will:Never.

Will:There's nothing Iike Iove to buiId up a good appetite.

Will:That wouId be Granny.

Will:My dad had a spotted coat, then he had it cIeaned.

Will:My dad Ioved brownies. He once ate a whoIe pan-fuII.

Will:My dad had parents. We caIIed them Grandmom and Grandpop.

Will · Uncle Phil:My dad Iiked-- Sweet-potato pie!

Will:CarIton Banks is wearing an eIegant, yet mascuIine, cotton-siIk combination... designed by WiII St. Le CarIton.

Will · Will's Mom:Will's mom making him blow on his math homework like he's a little kid

Will:The whole neighborhood hears what you saying.

Bobby · Will:Bobby: 'I want to sleep with Carlton.' Will: 'I always dreamt when I heard those words it would be Paula Abdul saying them.'

Viola · Will:Will is 17 years old. He's probably taking care of a little business himself. Aren't you, Will? [Will's shocked reaction] Absolutely not!

Will:Y'all don't know? Hey, I did teach her how to burp on command.

Will:Hold on, Aunt Janice. Hold up. That was, like, 10 years ago. I'm, like, light-years ahead of you now. [Dancing badly]

Will:Yeah, I would crack on your feet, but they don't reach all the way up here.

Carlton · Will:Well, I'm definitely getting married, and I want my wife to be a virgin. Well, you better hurry up, man. Mother Teresa ain't getting no younger.

Will:I don't know, man. I just can't imagine... waking up to the same woman every day for the rest of my life... no matter how big Australia is.

Will:Heck, by then young Carlton will be interviewing for preschool... and Carltonette will be a little croissant in the oven.

Will:Is that your feet, or did you break wind?

Carlton · Will:I'll be all dressed up with absolutely nothing to do. Just think of it as one of your dates.

Will:You know, Bobby, I love it when you come to visit, man. They appreciate me so much more when you leave.

Will:Man, what does she do when y'all eat out?

Will:Here's $5. Go find your own.

Will:She breast-fed me.

Will:She breast-fed me.

Will:For a second there, I thought you was Wesley Snipes.

Will:For a second there, I thought you was Wesley Snipes.

Will · Frank:So you need any tips on sex? No, not really. Got any for me?

Will:Well, I just thought that I would, you know, drop in on the... on the thing.

Will:If I can just make it to that door.

Will:I think you were deprived of oxygen at birth.

Will:"We beat them, we dissed them, we kicked they butt good. But that was kind of stupid, y'all, we in they neighborhood! Run!"

Will · Carlton:"That spider been getting on my nerves all day, man. Check this out! I dotted the 'I' on Armani!"

Will:"That was, kind of... dignified, Ash."

Carlton · Will:"Carlton, that is her mother. What happened to the rest of her chins? Yo, they look good down there."

Will:"Yo, we're here to display / A look at a woman who is forty today / She's smart and well-dressed, so just to give thanks / This is your life, Vivian Banks!"

Will:"Remember 1951? Remember Chuck Berry? Remember Hula-Hoops? Me neither!"

Will:"Eat your heart out, LaToya."

Will:outstanding wife and mother, and a tribute to middle age.

Will:"'Cause 40 ain't old... if you're a giant sequoia!"

Will:"After all, life begins at 40. Oops, did I say 'life'? I meant gum disease."

Will:"Really, 40 is just the beginning. The beginning of the end!"

Will:"Good call, Uncle Phil."

Will:"Y'all remember that movie, One Flew Over the Cuckoo's Nest?"

Will:"I'm a pretty cultured brother. Wow, just like that, huh?"

Will:"And you shouldn't have to. Hand over the keys to your Benz."

Will:And you shouIdn't have to. Hand over the keys to your Benz.

Will:"You know, Uncle Phil... most husbands wouldn't want their wives running off half naked to a bunch of bulging, masculine dancers that's gonna be grabbing them and lifting them... in places their husbands forgot existed."

Will:"When's the cast party? I wanna sit next to that honey that was doing the splits."

Will:When's the cast party? I wanna sit next to that honey that was doing the spIits.

Will:"Hey, hey, hey! Say hello to Miss Pompom!"

Will · Ashley:"Your school is whack! Your school is whack! Wherever y'all came from, just take your butts back!"

Will:Gee, I hope there ain't nobody down there getting busy.

Will:Look, man, y'all are married. Where y'all put your earrings is your business.

Will:In theory, that probably means that you can't run, either. Right?

Will:that I wore that earring to school today.

Will:It is definitely peach season, man.

Will:Yo, I think G's drawers must be bunching again.

Will:You're clowning me, right, Uncle Phil?

Will:I haven't heard of nothing that disgusting... since Clarence Thomas found that hair on his cola.

Will:Here you have a movie set in Africa... there's only one brother in the whole thing, and he's from Detroit.

Philip · Will:Shut your mouth. I'm talking about Shaft. Then we can dig it.

Will:Just put it on and say, 'Boss, da plane, da plane.'

Will:I got as far as, 'Yo, yo, baby. Yo, baby, yo.'

Will:How about that big old zit on your nose?

Will:But I'm worried about her cholesterol level.

Will:And I ain't afraid to do it, neither.

Will:Wow, have you sold the movie rights yet?

Will:No, you got a sort of a Lou Rawls thing going there, man.

Will:Well, it ain't like we brothers or nothing. Beat it, C.

Will:Yeah, like jamming a fork in your hand... you know, just to make sure you're still alive.

Will:Cornflake, come on, come with me, man. You push her in. I'll flush.

Will:Where'd you find him at? Rent-a-sucker?

Will:Strawberry.

Will:My kind of honey.

Dee Dee · Will:If I can button it, and it's clean, I'll pretty much wear anything. / My kind of honey.

Will · Dee Dee:This clever device is probably... I can't believe we didn't get in on that abdominizer.

Will:I'm trying to hear the musical toilet seat.

Will:He was. He must have had that reoccurring nightmare... where he misses a meal.

Will:I'm sorry, Uncle Phil, I thought I was alone.

Will:Aunt Viv, can I borrow some money for protection while I'm in the slammer? I am kind of cute, you know.

Will:Ain't his curfew he's worried about you violating.

Eric · Will:You must be Carlton. Your father really speaks highly of all of you at the law firm. No, my man. I'm Will. Who?

Will:Man, I thought you sucked up. You're just a Dustbuster compared to that dude.

Will:Obviously, Hilary's the one that needs the glasses.

Will:I'd watch it with you but I don't want to.

Will:So, Hilary, has Eric shown you his legal briefs?

Will:I don't like that guy. He's a pompous, preppie, suck-up. He reminds me of someone.

Will:Yeah, that reminds me, I need a back seat for my date tomorrow night.

Will:Let's play Three Stooges. Hey, Moe!

Will:Don't paper get nothing? Paper gets to ride his bike.

Will:You've heard of the Batmobile, get a load of the Rapmobile.

Will:His mom used to date them.

Will:No, but I got this real fly Malcolm X air-freshener.

Will:Suddenly, I'm hungry for some fried chicken.

Will:You already got her on the couch. Save your money.

Will:What about my rap?

Will:Hilary's an ignorant somebody. She ain't even call me to tell me she quit me.

Will:I got a whole living room full of soda cans.

Will:Lookit, man, this thing used to say 'cold chilling.' Now it says 'old chili.'

Eric · Will:What's the name of your insurance company? Yo' fault.

Will:I don't have none and I don't need none 'cause it's your fault.

Will:Court, huh? There's a ball and a hoop out back, we can go now, sucker.

Will:Now that's extremely creative, Carlton. 'Look behind you, there's Dad.'

Will:I sure hope Luther Vandross is in the house.

Will · Uncle Phil:I buy a car, I don't get insurance, I get in a wreck, and you get sued? That's right, Will. Man, works for me.

Will:I don't have to answer that.

Will:I've seen him do a lot of chewing... but I ain't never seen him spit nothing out.

Will:I know, I just always wanted to say that.

Will:My fault. A little too much CNN.

Will:Yeah, keep hope alive. You are somebody.

Will:Your J-ship, my number's in your file. Get with me sometime. Peace out.

Carlton · Will:Rock breaks your scissors, Carlton. Wait, hold it.

Will · Ashley:Please, Will, the last time you showed me a magic trick... it took two months for my hair to grow back.

Ashley · Will:What happened to 'abracadabra'? / No, this is black magic, Ash.

Will:Chaka Khan!

Ashley · Will:I don't have a dollar. / I have a 20. / That'll do.

Will · Ashley:Going... going... gone! Will!

Will:You keep dishing it up, Aunt Viv... and we'll keep finding some place to put it.

Will:Hey, look, that woman must be stopped, y'all.

Will:Is that G or Philip Michael Thomas?

Will:Ladies and gentleman, give it up for the star of Heidi Comes to Harlem.

Will:Uncle Phil, that was for you. They said you left your wallet at the Donut Depot.

Will:Pretty fly earmuffs you got there, Ash.

Will:A little calamine lotion probably'd take care of that rash.

Will · Hilary:Come on, Ash, not many women can carry off plaid. / And here comes one now.

Will:Don't worry about this, Ash. One day you're gonna be cracking up laughing about this with your therapist.

Will · Sonya:You look dope in 3-D! / It wasn't in 3-D. / Back up.

Will:We need that little white lady from Murder, She Wrote.

Will · Sonya:Laurence Olivier was in An Officer and a Hussy? No it was his brother, Wendall.

Will · Sonya:Then I guess this Reagan isn't really Ronald. / No, that is really Ronald. You see, we couldn't get his brother.

Will · Sonya:Then I guess this Reagan isn't really Ronald. No, that is really Ronald. You see, we couldn't get his brother.

Will · Parrot:What's up, man? I'm Will. Polly want a cracker? / Will is a cracker. / Yeah, man, your mother poops on papers.

Will:Remember what happened to her in Hussy Behind Bars?

Will:I say we do what's fair and just for both parties. Steal it back and run like hell.

Will:Carlton, weren't you just saying how much... you would enjoy a tour of Ms. Lamor's house? No...time like the present.

Will · Carlton:Is the silver in your pockets? / No, I'm just extremely happy to see you.

Will · Carlton:Is the silver in your pockets? No, I'm just extremely happy to see you.

Will:Carlton, please, we lifted some silverware from a neighbor... and I had to slap you twice to keep you from driving us to Mexico.

Will:Uncle Phil, I know what you're thinking, and there's no cake left.

Will:Does Barry White want seconds?

Will:Wonder you don't sneeze and pop your drawers.

Will:Could you please call my daddy? He's a lawyer. He'll know what to do.

Will:This is a racial thing, right?

Will:for a guy that's only been through the tenth grade once.

Will:No, no, baby, these Canadian rules.

Will:and don't come back through here until you're 17 or accompanied by an adult.

Will:All right, either of you ladies speak Latin?

Hilary · Carlton · Will:Carlton, haul the brats. / I'm expecting company. / Yeah, I'll put it in the oven for you.

Will:I told you the 'R' didn't mean 'real fast.'

Will:It's not so much my butt, man, it's Uncle Phil's foot coming towards it.

Will:$5,000? Yo, man, I could purchase a new butt.

Will:Look, man, this is my house. You wanna be in a video, you go rob a liquor store.

Will:Did I say 'party machine'? I meant Banks residence. Master William speaking.

Will:Carlton's watching an educational documentary on loud music.

Will:That's the television. Your aunt's watching I Dream of Jeannie.

Will:Y'all ain't got to go home, but you gotta get the hell out of here.

Will:The Titanic sank in one day! The Hindenburg blew up in one day! The entire city of Pompeii was covered in molten lava in one day!

Will:I seem to recall a certain little sunshine trooper trying to get her car theft badge.

Will:I seem to recall a certain little sunshine trooper trying to get her car theft badge.

Will:Yeah, it's great. But when does the rest of it get here?

Will:Don't let nobody tell you that big people can't wear plaid.

Will:Relax, sweetheart. Burt Reynolds does it every morning on his way to work.

Will · Carlton:We would have been here sooner, only we were stuck behind some idiot with a flying carpet. / I'm the idiot.

Will:Hey, very good, Carlton. That's the first step: admitting it.

Will:Well, y'all ready to read the Bible?

Will:I'll get our bags packed. Ashley, you drive.

Will:Forget it, man. Go pick on somebody your own size.

Will:It's killing me how much you remind me of myself. Why? 'Cause we're both down with b-ball? Well, no, 'cause don't nobody want to see my frog neither.

Will:Hey, man, that's kinda similar to my motto: keep your hands on their thighs.

Will · Geoffrey:Oh, by the way, G, she told me to tell you hello. Really? No, I just wanted to watch the Earl Grey run through your veins.

Will:Really? I'm feeling kinda lucky, man. Why don't you go outside?

Will:Sorry, C., no way to beat it, you're odd.

Will · Hilary:I ain't down with that old country club stuff... sitting around all night discussing mayonnaise... with four white guys named Biff. Isn't Biff a riot?

Will:I'd rather be stranded at sea with David Duke leading the rescue party.

Will · Carlton:How Uncle Phil gonna play a nephew? -How's Daddy gonna play a daughter?

Will:Okay, why is Michael Jackson hanging with that little boy from Home Alone?

Will:Wow, you know, Carlton, you are lucky. That could have been an asteroid.

Will:All right, Robin from the 'hood is in the house. Give me 7-11, I don't mean the store. Taketh from the rich and giveth unto the poor! Blow on these bones for me, would you, slummy?

Will:Carlton, and I, too, have a dream. And in it all of the world rises up and overcomes your stupidity... now stay out of my face.

Will:All right, my lucky drawers is riding high, put your money on me or kiss it goodbye!

Will:Hoagies, cheese steaks, chicken on a spit... seven come eleven 'cause I'm too legit to quit!

Will:Hey! Now, who's hotter than Madonna in a pointy bra?

Will:And it is with humongous pleasure that I take this chumpy off your hands.

Will:Well, we got a club tradition in Philly, too... it says if they don't have one, you don't give them your money.

Will · Ashley:I mean, it ain't like I took the Benz drag racing down Sunset... at 4:00 in the morning. -Tattletale.

Will:Whoa, hold up. You calling a red leather suit with matching seat covers a whim?

Will:Whoa, puberty's in the house.

Ramon · Will:How else am I gonna get to basketball camp? -$150. Hey, I gotta make up the differences somewhere.

Will:All right, well, hey, let's just get out of here before... Linda Blair's head starts spinning around.

Will:You grabbed Geoffrey's underwear by mistake, am I right?

Will:Well, you know, it's just a loan, till his sneaker endorsement comes through... you know, around 2010.

Will:I want to know if you was down with donating... to the United Negro Nephew Fund.

Will:You know, they say a Saturday night is a terrible thing to waste.

Will · Carlton:Deck the slopes with babes in tight pants / Carlton's gonna get some romance / No, you're not, 'cause you're too ugly / They'll all be in my room, cute and snugly

Uncle Phil · Will:WiII, is that aII you're taking for the entire Christmas vacation? No, man. These just my hair products.

Carlton · Will:What about your ski cIothes? CarIton... skiing is for white guys named Sven... and O.J. Simpson.

Will:This is L.A., man, if I want to get my head cracked... I can star in the next Rodney King video.

Will:Better watch it, Hil. Next thing you know, you'll be riding the... bus.

Will:Is it haIf fuII of Scotch?

Will:What do you mean, friend? You mean like, friend... or friend?

Will:Has Robert seen your moves?

Ashley · Will:Daddy. When you were roIIing down that big hiII... you Iooked just Iike Gumby. Yeah, UncIe Les. And you sounded Iike Patti LaBeIIe.

Will:Yeah, Uncle Les. And you sounded like Patti LaBelle.

Will:This Robert must have a magic wand.

Will · Carlton:The onIy bIack peopIe I've seen been in the Ray CharIes Pepsi commerciaI. You're kidding. Every time I turn around, I see a bIack person.

Will:Come on, girI. This is a pregnancy test, not an order of nachos.

Will:It's oId time at the ApoIIo!

Will:That's probabIy Donny and Marie coming over to borrow a cup of rhythm.

Will:CarIton, you suburban twit, this guy's a stranger.

Will:UnIess he is on a muIe with a pregnant virgin... he ain't getting in here.

Will · Arnold:Hey, my man, ArnoId. Why don't you say Merry Christmas for the camera? Merry Christmas. CouId I say one more thing? Yeah. Hurry up though, I'm about to run out of tape. Okay. Nobody move, this is a stick-up.

Will:The creep even took the toiIet paper. Don't ask me how I know.

Will:The creep even took the toilet paper. / Don't ask me how I know.

Will:WeII, maybe he'II caII in with the resuIts.

Will · Sheriff/Real Estate Agent:Wait a minute, I thought you were the reaI estate agent. I am. I'm aIso the Sheriff... notary pubIic... mortician... and I'm a pretty good IittIe dancer, too.

Will:Let me guess... there's a Iot of marriage between first cousins in this town, right?

Will:Let me guess... there's a lot of marriage between first cousins in this town, right?

Will:No, CarIton, I'm doing homeboy yoga.

Will:Yeah, CarIton, you're scared of zipper-fIy jeans.

Will:If AshIey hadn't sIapped me, man, I might have screamed.

Will:I Iove you, man. AII right? I Iove you! I Iove you!

Will:For my Christmas gift... I'm gonna give AshIey a noogie.

Will:You ain't no good at picking Christmas gifts, neither.

Will:No, no, CarIton, you can stiII sing soIo... so Iow that we can't hear you.

Tyriq · Will:Maybe I should put my scent on it, huh? / Hey, I think not.

Will:Ty, you're not gonna get a date... you're gonna get a hot meal and a box of free clothes.

Will:You have trouble working the pumps on your shoes.

Will:Is this some kind of sick joke? / Is this some kind of sick joke?

Will:I think I'll slide out and simonize my halo.

Will:Sorry I'm late, I had to slide down to the nuclear facility and split an atom.

Will:Yeah, Hil, I do and it scares the hell out of me.

Will · Hilary:What? Your body? / No, my résumé.

Will:You're gonna have to stop dotting your I's with these little hearts.

Hilary · Will:I don't know, 4 maybe 500. / Okay, there we go. 6,000 hours of catering experience.

Hilary · Will:Yes. I gained 10 pounds eating croissants. / Studied pastry making with the French masters.

Hilary · Will:I burned the entire stove to a crisp. / Expert in the art of flambé.

Tyriq · Will:I got the shoulders for it. / That shirt looks good on anyone. All the guys in the eighth grade have one.

Will:Come on, this definitely ain't gonna do nothing for the misconception that all brothers look alike.

Will:It's 'bar mitzvah,' dunce cap. The Bar Mista is a go-go joint on Sunset.

Will:That's cool. Just make sure Uncle Phil pays you top dollar for it.

Will:How much fun could you have with chumpies named Di, Fergie, and Elizabeth?

Will:Hillary, don't be ridiculous. Carlton's the laughingstock of Bel-Air.

Will:Blacks and Jews have a lot in common. Cherished heritage, a strong sense of community... frizzy hair.

Will · Hilary:Oh, look, a Donna Karan suit right in the middle of the kitchen floor! What color?

Will:Now you get your spoiled butt up out of this closet and you go out there and you strut your puffs!

Will:Who that say they gonna beat Will Smith? What, what?

Will:Actually, we got kicked out of six other people's cribs and a 7-Eleven parking lot.

Will:Hey, but this is now, and that was this morning.

Will:No, I'm saving that for prom night.

Will:Then I should probably cancel my date with that fat, chocolate woman.

Will:Besides, I'm the greatest, I'm a bad man, and I'm pretty.

Will:My manager? I don't even want you to be my cousin.

Will:I'll say one thing for Malibu, the babes are primo-delecto.

Will:That must be jam, 'cause jelly don't shake like that.

Will:We can go to my place and let freedom ring.

Will:The only tough break he had is when the Izod shop ran out of pink.

Will:They said that I'm a superbly well-oiled machine... with the face of an angel and the body of a god.

Will:Maybe that's not an exact quote.

Will:I'm glad you're familiar with that... because my butt is the only part of my anatomy you gonna see next week.

Will:You may be tall and good-looking and a good basketball player... but you're not that nice.

Will:I'm sure they do, they can check their makeup in it.

Will:In other words, for a small fee, I might be persuaded to date your daughters.

Will:Good thing you all wasn't into archery.

Marcus · Will:Wait, I thought you lived out in Malibu. I know you thought I did.

Will:Don't cut me too short, though. I don't want you give me no 'Hair Jordan.'

Will:I was the only kid in preschool who knew how to downshift a big rig.

Will:A few years from now I'll be dunking baskets in the NBA... Marcus will be dunking donuts in a deep fryer.

Will:Dr. Ruth, and Dr. Pepper.

Will:And another thing, take this $1,000 bill and wipe your baby's nose.

Will · Carlton:I dreamed you had hair like Don King. Did I look taller?

Will:All due respect, my brother... I don't think nobody's gonna offer you no million dollars.

Will:Smith has the ball. He dribbles, he drives between the legs. He stops, he pops. And it's good! The crowd goes wild. Oh, Smith hurt his ankle. He hurt his ankle. It's over, he cannot play. Smith wins, 1-0.

Will:You'll fit right in. You're used to cutting the cheese.

Will:All that denim will take his clients' eyes off his bald spot.

Will:That's more like a hair cul-de-sac.

Will:Yeah, it's also hereditary.

Will:Bad, teatime.

Will:Looks like G just got busy, English style.

Will:G, you're wiping the table with a croissant, man.

Will:No, his nose is open.

Will:If you ain't Barry White, you ain't got to beg.

Geoffrey · Will:Geoffrey breaking every rule Will just gave him during the phone call

Will:She dies.

Will:Damn, what is my point?

Will:Is that G or Blind Lemon Pledge?

Will:That's the saddest thing I ever heard.

Will:G is dying to talk to you. Ain't you, G?

Will:Wait a minute, 25 mil?

Will:Hey, hold it, can I get that limo?

Will:Yo, Vivian, I can't ride my Harley right now, I think it'll mess up my hair.

Will:But there ain't no leaves, G. You see leaves, I see leaves, man.