- Kellogg 'Cornflake' Lieberbaum: Hooo, Will! Name's Kellogg.
- Will: Listen Cornflake...
- Will: 'Ho' is not a word you want to be yelling around. I think the word you're looking for is 'Yo.'
- Dr. B. Langford Oates: [looking at all white people but Carlton] What do you different about these students?
- Will: Is that a trick question?
- Will: You just don't get it, do you, man? I don't want your friends. All right? 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.
- Carlton Banks: With quips like that, it's no wonder you're the toast of the town.
- Chadney Hunt: [Hunt, Dr. Oates, and the Headmaster's patience are wearing thin with Will during his student trial] This is ridiculous. You're trying to ruin our school.
- Kellogg Lieberbaum: No, he isn't.
- Headmaster Wallace Thorvald: Lieberbaum, you're out of order, sir.
- Kellogg Lieberbaum: But he's not ruining the school. He's making it better.
- Student: Yo, word up, Cornflake!
- [the other students begin encouraging Kellogg much to everyone else's dismay]
- Kellogg Lieberbaum: Now, I don't mean to dis you guys, but if Will's expelled, then I'm leaving, too... and I'm taking my dad's checkbook with me!
- [the other students, as well as Dr. Fellows, start chanting "Free Will!" over and over]