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What is boys upstate?
Prison inmates. Upstate is a another word for the slammer.
Mike: "So Worm, how are the boys upstate treatin' you?"
Worm: "Not so good. I dropped the soap yesterday."
Mike: "Ouch. So some guy showed you HIS worm?"
Worm: "Not exactly. I didn't see it, but I sure as hell felt it."
Mike: "Awwww shiiiiit. You'd better get some ice for that."