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Best improvised moments in movie history

Let's take a moment to stop and pour one out in honor of screenwriters. Not only are they often left out of the spotlight when a movie is really good, it turns out that sometimes they don't even deserve the credit—some of the best lines in movie history were actually improvised by the actors. How frustrating must it be for those poor screenwriters to slave away on a script, only to have an amateur come in and make up the perfect line off the top of their head? Well, their loss is our gain.

Star Wars: The Empire Strikes Back - "I know"

It's the moment that cemented Han Solo in our hearts forever as the ultimate romantic rogue. Faced with what seems like his imminent death, Carrie Fisher's Princess Leia finally admits her love for him. His response? "I know." Classic Han. But that wasn't in the script, which actually called for him to say "just remember that, 'cause I'll be back." Terrible, right? Well, Harrison Ford thought so too, and just before filming the scene, he came up with the new line instead; even Fisher didn't know he was going to say it. Classic Harrison.

The Dark Knight - Heath Ledger's Joker

Plenty of people scoffed when director Christopher Nolan hired Heath Ledger to play the Joker in his Batman Begins sequel The Dark Knight, but Ledger's incredible commitment to the role was evident from the first moment he stepped onto the screen. Nolan has credited Ledger with coming up with much of what made this version of the iconic character so compelling—and although he sadly isn't around to verify it, Ledger is widely rumored to have improvised a couple of the movie's most memorable moments.

After the Joker's arrested by Detective Jim Gordon, Gotham's mayor stops by the jail to take a look at the city's new high-profile prisoner—and promote Gordon to Commissioner. As the officers in the room break out in applause, they're joined by an allegedly improvising Ledger, who stays in creepy character while slowly, sarcastically clapping for Gordon's good fortune.

Elsewhere in the film, after he's rigged a hospital to explode and is walking out to his getaway bus, the Joker hits the button for what's supposed to be the final explosion, only to be disappointed when it isn't immediately set off. According to rumor, his next move—frustratedly futzing with the remote detonator in an effort to provoke the big boom that eventually goes off, startling him into the bus—was another unscripted moment courtesy of the brilliant Ledger.

The Wolf of Wall Street - Lunch humming

When you're Martin Scorsese and you've lined up a stellar cast like the one he assembled for The Wolf of Wall Street, you can afford to play it fast and loose with the script. A number of scenes seen in the final cut contain improvised moments, but the most memorable might be the sequence in which Matthew McConaughey and Leonardo DiCaprio's characters meet up for lunch in a fancy restaurant and end up engaging in a bizarre ritual involving humming while beating on one's chest. As it turns out, that wasn't even in the script—it's actually a real-life warm-up routine that McConaughey has used for years.

"That was something I was doing before the take just to relax myself," McConaughey revealed in a red carpet interview. "It was Leonardo's idea for me to bring it into the scene. The scene was done, we were happy with it, and Leonardo raised his hand and said, 'Wait a minute. Try putting that thing in the scene.' I said, 'Okay.'"

The Shining - "Here's Johnny!"

Hard to believe, but one of the most famous movie lines of all time almost ended up on the cutting room floor. While filming the 1980 adaptation of Stephen King's horror novel The Shining, Jack Nicholson borrowed a line from pop culture, ad-libbing "Here's Johnny!" in a tribute to the classic opening of The Tonight Show starring Johnny Carson. One problem: director Stanley Kubrick had been living in England so long he had no idea what Nicholson was referring to, so it just seemed like a weird non sequitur. Nicholson convinced him to keep it in, and the movie gained an iconic moment.

Goodfellas - "Funny how, I mean funny like I'm a clown?"

Joe Pesci went from engagingly funny to chillingly psychotic in the blink of an eye during this classic scene from Martin Scorsese's Goodfellas. But if the other actors in the scene look legitimately surprised and scared, well, that's not just good acting. See, none of them had any idea what was coming. Before the scene, Pesci told Scorsese that he had some lines he wanted to try out based on a bizarre real-life experience. Scorsese told him to go for it, so without informing the rest of the cast, Pesci ad-libbed his way through the scariest sequence involving clowns since Pennywise beckoned from the sewers in IT.

Caddyshack - Bill Murray's lines

Caddyshack is one of the most popular comedies in history—and it isn't hard to understand why, given that it unites the combined talents of Chevy Chase, Harold Ramis, Rodney Dangerfield and Bill Murray. The film had something of a chaotic production, thanks to the cast's penchant for constantly ad-libbing their lines. In fact, Bill Murray actually improvised almost all of his own dialogue.

That holds true for one of the most famous scenes in the film. In what's become known among fans as the "Cinderella" scene, Murray, as the caddy Carl Spackler, fantasizes about life as a professional golfer. Murray requested that the crew line up four rows of flowers in a flowerbed to prepare. As the cameras rolled, Murray started improvising his own sports commentary as he chopped the heads of the flowers with a putter. Even more shocking: according to director Harold Ramis, the scene as filmed ran almost 30 minutes.

Dazed and Confused - 'All right, all right, all right'

Matthew McConaughey has built an impressive filmography over the years, but no matter how many awards he wins, he'll never escape the "all right, all right, all right" he uttered during one of his very first films, 1993's Dazed and Confused. It's become one of the movie's signature lines—and McConaughey improvised it on the spot. The actor claims to have based the line on an utterance by Doors frontman Jim Morrison during a live album performance of their song "Roadhouse Blues."

As repeated by McConaughey's character, career stoner David Wooderson, the line became a catchphrase on set. Cast and crew started using it off-camera, and it's since become one of McConaughey's signature lines in real life—he even stammered it in his Academy Award speech for Best Actor.

The Silence of the Lambs

It's already a terrifying moment in a terrifying movie. Hannibal Lecter (Anthony Hopkins) bluntly, coldly tells Clarice Starling (Jodie Foster) that he killed and ate part of a census taker in Silence of the Lambs. He doesn't really need to do anything demonstrably monstrous, and the script didn't call for it. But Hopkins wanted to really spook Foster (and the audience), so he came up with his little snake-like hiss.

Pirates of the Caribbean: Dead Man's Chest - the jar of dirt

The first Pirates of the Caribbean was a surprise blockbuster in 2003—a rather impressive achievement for a movie based on a theme park ride. Much of that success came from a ridiculously entertaining performance by Johnny Depp as the smarmy pirate Jack Sparrow. The actor even earned his first Oscar nomination for his work. The box office haul made sequels a foregone conclusion, and Pirates of the Caribbean: Dead Man's Chest followed in 2006.

Depp, along with most of the original cast, returned for the second movie. The story picked up with Jack Sparrow doing battle with the nefarious dead pirate Davy Jones, and once again, Depp gave a charming performance. One scene had Jack parading around with a jar containing dirt and Davy Jones' heart, mocking Jones and confusing his fellow crewmates. Before filming, Depp asked director Gore Verbinski if he could improvise, and Verbinski agreed. Depp began to dance around with the jar while the cameras rolled, and Verbinski caught the genuine perplexed reaction of the other actors. He found the result so funny, he used it in the finished film.

Raiders of the Lost Ark

Despite rehearsing the choreography for weeks, Harrison Ford did not want to film a lengthy sword vs. whip fight scene. Visibly sweating and appearing uncomfortable in the scene, Ford wasn't acting—he came down with food poisoning the night before shooting and simply couldn't go through with what they'd planned without vomiting (or worse). He ran an idea past director Steven Spielberg that became one of the Indiana Jones series' most famous moments: after the swordsman shows off, Indy just shoots him. End of fight. End of scene.

Dumb and Dumber

The script called for Harry and Lloyd to get on a hitman's nerves by arguing about jelly beans. The comedically agile Jim Carrey and theatrically trained Jeff Daniels thought it was a little weak, so they tried out several ideas, eventually deciding on "the most annoying sound in the world."

Blade Runner - tears in the rain

Ridley Scott's sci-fi opus Blade Runner flopped on release, but has since become known as one of the best, most influential movies of all time. It had a troubled production, with night shoots and special effects that tested the stamina of the cast and crew, and an ever-changing script that pushed the cost of the film ever higher. One of the movie's best lines, however, didn't come from screenwriters David Peeples or Hampton Fancher. Rather, it came from the actor playing the role: Rutger Hauer.

Hauer plays Roy, the super-strong leader of a band of "replicants." In the movie, replicants are bioengineered androids created for slave labor. Though designed to have little independent thought, over time replicants develop their own personalities and emotions. To prevent a full-on revolt, scientists give replicants a limited four-year lifespan.

Roy spends the movie trying desperately to find a "cure" for the design flaw dooming him and his friends to short lives. By the end of the film, he's given up hope, and spares the Blade Runner (Harrison Ford) hired to kill him. As Batty lays dying, he recalls seeing incredible things in his short life. During a table read of the script, while reciting his final monologue, Rutger Hauer added a final coda: "all those moments will be lost in time…like tears in the rain." At the table read, Hauer gave a naughty smile to Fancher and Peeples, both of whom had attended. The two loved the line, so they added it to the script, and it has since become one of the most quoted bits from the entire movie.


After a massive attack from the xenomorphs kills a whole bunch of humans, things look pretty bleak. The line was written as, "That's it. What are we going to do now?" Paxton ad-libbed the "game over" part, just feeling the vibe of his mouthy and eccentric character, Private Hudson.

Good Will Hunting

As Robin Williams' character tells a story about his deceased wife waking herself up with her own sleep farts, Matt Damon can't stop laughing. The laughs are genuine, because Williams, a gifted improviser, made up the whole story—both the hilarious bit about the farting, and then the sad part about how intimate moments like those are what define a happy marriage.


Truly great moments of improv work when they are so in character and in line with the movie's themes that it's hard to believe they were made up on the spot. It only served to make the incredibly stupid Derek Zoolander look even dumber when, after receiving a lengthy explanation as to how male models fit into a plot to assassinate world leaders, he asks, "But why male models?" Stiller made it up on the spot; David Duchovny made up his response right then and there, too.

Pretty Woman

Richard Gere inadvertently injected some joy (and romance) into what was supposed to be a low-key Pretty Woman moment. His character, Edward, is presenting Vivian (Julia Roberts) with a fancy necklace. While filming, Gere decided to prank his co-star, and quickly shut the box down onto Roberts' hand. She was taken aback, and her laughter and surprise were so genuine (and charming) that the take stayed in the movie.

The Warriors

As the Warriors nemesis Luther, actor David Patrick Kelly was only supposed to ominously bang a bunch of bottles together. A schoolyard taunt wasn't in the script, but it so perfectly built up the drama for the final confrontation that director Walter Hill let it stand. It's now far and away the most famous line from the 1979 cult film.

Big - the corn party

Big, directed by star Tom Hanks' close friend Penny Marshall, tells the story of a 12-year-old boy who makes a wish to be a grownup. When it comes true, he realizes he has a lot to learn about living an adult life.

To prepare for his role, Hanks watched videotapes of his younger "self" in the film, actor David Moscow. Moscow performed all the scenes Hanks would play in the finished movie to give Hanks a better idea of how a 12-year-old would behave. One of the funniest scenes, however, grew out of an improvisation by Hanks. While at a party, his character eats baby corn for the first time. Hanks, caught up in the mindset of acting 12, started munching on the baby corn as if it was corn on the cob, and Marshall found it hilarious, keeping the take in the final cut.

The Fugitive - "I don't care"

It's a line that not only defined a character and a movie, but an entire career. After Harrison Ford's fugitive from justice tries to convince Tommy Lee Jones he's innocent of his charges, Jones perfectly sums up the worldview of his federal marshal with the response "I don't care." With that, Jones immediately jumped from respected character actor to A-list star. It was ad-libbed, though; the script merely called for him to say "So you didn't kill your wife." We're guessing that wouldn't have had quite the same effect.

Full Metal Jacket - R. Lee Ermey's insult

Director Stanley Kubrick became known for his meticulous direction and striving for authenticity in his films, and he used the same approach for his 1987 war drama Full Metal Jacket. The movie follows a group of U.S. Marine recruits from the time they join the corps until they fight in the famed Tet Offensive during the Vietnam War.

Former drill instructor R. Lee Ermey joined the production as a technical advisor at Stanley Kubrick's request. Ermey had already worked on several film productions prior to joining the Full Metal Jacket crew, and had appeared in a brief role in Francis Ford Coppola's Apocalypse Now (for which he also served as a technical advisor). By 1987, he'd acted in a number of small roles, and when he signed on for Full Metal Jacket, he expressed his interest in the role of the drill Sergeant Hartman. Kubrick had yet to cast the role, but didn't think Ermey could handle the part. Later, Kubrick saw a videotape of Ermey insulting a group of potential actors and cast him as Sergeant Hartman on the spot.

In a most unusual move, Kubrick—ever the control freak—allowed Ermey to improvise most of his own dialogue, in particular the insults that made the character so memorable. Full Metal Jacket won critical raves when it opened, especially for Ermey's performance. He's since gone on to a prestigious acting career.

A Few Good Men - "You can't handle the truth!"

Chalk up another classic ad-lib to the improvisational genius of Jack Nicholson. During the tense courtroom showdown at the climax of A Few Good Men when Tom Cruise's crusading lawyer demands the truth, Nicholson was supposed to respond by saying "you already have the truth." That seemed too tame to Nicholson, so he punched it up on the spot with an angry rant that instantly became the stuff of movie legend.

Saving Private Ryan - Ryan's speech

Saving Private Ryan debuted to glowing reviews in 1998. Directed by Steven Spielberg, the movie follows the adventures of an Army squad in search of the title character during the second World War. One of four brothers fighting in the war, Private Ryan is the last of his siblings to survive. Spielberg cast up-and-coming actor Matt Damon, who had just scored an Oscar nomination for his performance in Good Will Hunting, in the role.

In one scene after the squad locates Ryan, the character complains he can no longer remember what his brothers looked like. To revive his memory, Ryan tells a story to his squad captain. One night, two of his brothers woke him and led him to their barn, where the three crept up to the hay loft to discover their other brother having sex with an ugly woman. As the three started to laugh, the woman roused and tried to run away with her shirt over her head. With her vision obstructed, she slammed clean into a wall, knocking herself out cold.

Matt Damon, an Academy Award-winning writer, improvised the scene. The crew thought Damon had botched it—that the weird, meandering story didn't really have a point. Spielberg, however, thought it fit the character perfectly and kept it in the movie.

The Godfather

The scene was supposed to be brutal, but simple: high-ranking mobster Peter Clemenza (Richard Castellano) is on his way to a hit with an underling when his wife asks him to pick up some cannoli. As scripted, Clemenza and his stooge are supposed to kill the guy, and Clemenza to utter "leave the gun." But when Castellano filmed the scene, he remembered the other thing his character was supposed to do. After the hit, he quipped, "leave the gun, take the cannoli," instructing the underling to grab the box of cannoli on the murdered man's dashboard.

The Departed - Frank pulls a gun

Both Departed director Martin Scorsese and star Jack Nicholson enjoy improvisation. Scorsese has a long history of letting his actors ad-lib and make up their own dialogue, and while filming The Departed, Nicholson often approached Scorsese with ideas about his character, a violent mobster naked Frank Costello. In one scene, he and his friend Billy (actually an undercover police officer, played by Leonardo DiCaprio) discuss a possible leak within Frank's organized crime syndicate. Frank accuses Billy of knowing more than he's shared, and the two banter back and forth until Frank pulls a gun and confronts Billy, who denies being a spy.

Nicholson had proposed the scene to Martin Scorsese, who allowed he and DiCaprio to improvise, including the moment where Frank pulls a gun on Billy. Nicholson pulled a real gun on DiCaprio, who reacted with genuine horror. The scene became one of the most memorable in the film, and DiCaprio has spoken at length of how the improvisation improved both their performances.

The Usual Suspects - the lineup

The Usual Suspects caused a sensation, earning critical and commercial success while making stars of Kevin Spacey and the movie's director, Bryan Singer. Working from a script by Christopher McQuarrie (who won an Academy Award for his screenplay), Singer told a story about five con men who form an unconventional friendship as they pursue a mysterious mob boss named Keyser Söze.

Singer purposely let the five actors—Benicio del Toro, Kevin Pollak, Stephen Baldwin, Gabriel Byrne and Spacey—goof around between takes to help form a convincing bond of friendship. The five men would try to get each other to laugh during takes—especially the very stoic Byrne. While filming the lineup scene, del Toro had a bad case of flatulence, which he made no effort to hide. His repeated breaking wind caused the other men to laugh and break character, which drove Singer crazy. Even Byrne visibly laughs during the scene.

As he started editing the film, Singer realized the camaraderie between the men made the scene work in an unusual way. He used the take of all of them laughing together in the final cut, and it later became the film's most famous image. Singer even uses silhouettes of the cast in the scene as the logo for his company, Bad Hat Harry Productions.

Tommy Boy - the Coat Song

Chris Farley rose out of the ranks of Saturday Night Live as a comic powerhouse. After leaving the show, the actor experienced limited success in the movies, with titles like Tommy Boy and Black Sheep becoming cult hits while earning the ire of critics. After his sudden death in 1997 from a drug overdose, a number of Farley's former co-stars and friends have spoken about just how fun and warm he was behind the scenes.

One such friend is David Spade, Farley's Tommy Boy co-star. Spade recounts fond memories of Farley, and the fun the two had together on Saturday Night Live and Tommy Boy. To amuse himself, and to make Spade laugh, Farley would routinely put on Spade's denim jacket and dance around saying "Look! Fat guy in a little coat!" (Spade has said Farley ripped the jacket every time he wore it, too.)

While filming Tommy Boy, Farley and Spade decided the movie needed more laughs, and would improvise little bits together. Farley suggested adding his "fat guy in a little coat" bit, and started singing a song as he wore the tiny coat before the cameras. Spade thought the bit was hilarious, and fans of the movie often cite the scene as one of its best moments.

Taxi Driver - "You talkin' to me?"

In the original screenplay for Martin Scorsese's classic Taxi Driver, there's a scene that simply reads "Travis talks to himself in the mirror." That's it. Doesn't seem like something that would go on to become a cultural touchstone, but that's where Robert De Niro came in. Tasked by Scorsese with improvising dialogue for this sequence, De Niro ended up crafting the unhinged Travis Bickle's legendary tough guy monologue—and turning "you talkin' to me?" into a permanent catchphrase.

Deliverance - "Squeal like a pig"

One of Deliverance's darkest scenes was almost too disturbing to be filmed. That's the genesis behind the infamous command to "squeal like a pig" given to Ned Beatty's character—the original dialogue in the script was considered too hardcore and producers worried it would result in the film being banned from television, which could cut into ancillary profits. So on the spot, a crew member came up with the line "squeal like a pig" as a cleaner version that would get by strict TV censors. The rest is chill-inducing history.

Jaws - "You're going to need a bigger boat"

When Roy Scheider first lays eyes on the enormous great white shark behind the reign of terror in Jaws, he staggers back in shock and utters the immortal line "you're going to need a bigger boat." Here's the crazy part: Scheider actually ad-libbed this line numerous times during different scenes in the film. After repeated production delays and cost overruns jeopardized the entire film, the line "you're going to need a bigger boat" became an in-joke among the cast and crew, and Scheider began randomly slipping it into different scenes as a gag. It was so effective here, though, that director Steven Spielberg decided to keep it.

Midnight Cowboy - "I'm walking here!"

Midnight Cowboy has many claims to fame, not the least of which is the fact that it's the only X-rated film to ever win Best Picture at the Academy Awards. But it's perhaps most famous for Dustin Hoffman's improvised rant at an actual New York City taxi driver who almost ran him over while filming this scene. Without breaking character, Hoffman launched into a classic tirade, shouting "I'm walking here!" while flipping the chuck at the enraged hack. Welcome to New York!

Casablanca - "Here's looking at you, kid"

"Here's looking at you, kid" might be the most famous catchphrase in movie history. But here's an odd bit of trivia: it was actually a catchphrase even before Humphrey Bogart said it in Casablanca. In fact, that's what inspired Bogey to ad-lib the line during filming—it was a popular saying that just seemed to fit the character and moment. Ironically, we're no longer sure why this was the case, because the line has become so famous from Casablanca that now nobody knows where it came from or what the original context was.

Dr. Strangelove

Peter Sellers, a comic genius in any sense of the word, plays three roles in this 1967 apocalyptic comedy—including the title character, a nuclear weapons expert who keeps letting his Nazi allegiances slip. Sellers got so used to throwing out the script to improvise that, toward the end of the film, he stood up to deliver a line…completely forgetting that his character was wheelchair-bound. He covered his mistake pretty well.