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Movie Lines Actors Improvised, Not Memorized

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We tend to credit screenwriters for brilliant dialogue and memorable lines in iconic movies – and often, that’s where credit is due. 

But sometimes we forget that actors are creative people too, and that their insight into their characters and the situation they’re in can be just as meaningful as a writer’s or a director’s – if not more so. This insight can sometimes result in actors coming up with amazing lines on the fly – lines that ring true and elevate a scene – and sometimes an entire movie.

We’re willing to bet that you know many of these quotes – and that you’ll be surprised when you learn they weren’t memorized. They were improvised!

The Godfather

“Leave the gun – take the cannoli.”

After Peter Clemenza – played by Richard Castellano – and his fellow henchman, Rocco, assassinate Paulie Gatto, the experienced Clemenza looks over the scene of the crime and instructs Rocco to leave their firearm – but, remaining frugal, not to let the cannoli go to waste. 

The original script only had Clemenza telling Rocco to leave the gun, but actor Richard Castellano felt like his character wouldn’t pass up an opportunity to eat homemade cannoli – even if he had just killed a man, and thus, this iconic quote was born.

The Silence of the Lambs

This next quote isn’t exactly verbal.

By the time Sir Anthony Hopkins landed his role as Hannibal Lecter, he could already boast a 20-year career in acting. Bringing the psychopathic serial cannibal to life was an amazing dramatic feat, and Hopkins’ performance has garnered him much critical acclaim. 

In what is, perhaps, the film’s most memorable dialogue, FBI profiler Clarice Starling, famously played by Jodie Foster, hears Hannibal describing how he ate a man’s liver with “fava beans and a nice Chianti.”

While that horrific line was written in the script, the now-famous hissing, sucking noise Hannibal utters immediately after was completely Anthony Hopkins’ own invention.

Full Metal Jacket


The barracks scene in Stanley Kubrick’s Full Metal Jacket has become one of the most iconic scenes in film history, largely thanks to the efforts of R. Lee Ermey, who played the abusive Gunnery Sergeant Hartman, in charge of the recruits’ training.

Sergeant Hartman’s abusive language and tough approach to training have become legendary, but Ermey actually joined the film as a technical advisor – due to his experience as a real-life drill sergeant in the U.S. Marines. 

Thanks to his real-life military experience, he was able to improvise most of his lines – a rare feat in a Stanley Kubrick film.

Midnight Cowboy

Many people would recognize and quote Dustin Hoffman’s “I’m walkin’ here, I’m walkin’ here!” without even knowing which film it came from – it’s that iconic.

But while the Midnight Cowboy line seems to fit Hoffman’s character of Enrico Salvatore “Ratso” Rizzo perfectly, it was actually not just improvised, but completely spontaneous. 

As the famous scene was being shot, a taxi driver who had failed to see the ‘street closed for filming’ sign the production had put up, nearly ran Hoffman over. Hoffman – still in character – simply reacted, and that reaction was caught on camera and immortalized in the film.

The Third Man

Orson Welles is one of modern history’s most masterful storytellers. From his work in Citizen Kane through War of the Worlds and Ceasar, Welles’ talent is undisputed. 

So it’s not surprising that he completely improvised the following line in The Third Man

“In Italy for 30 years under the Borgias, they had warfare, terror, murder, bloodshed. They produced Michelangelo, Leonardo da Vinci, and the Renaissance. In Switzerland, they had brotherly love, five hundred years of democracy and peace. And what did that produce? The cuckoo clock.”

This is Spinal Tap

This Is Spinal Tap is one of the funniest, most zany and groundbreaking mockumentaries ever made. 

The members of Spinal Tap, the fictional band at the heart of Rob Reiner’s comedic masterpiece about a stereotypical hair metal band, were played by Michael McKean, Harry Shearer and Christopher Guest, who ad-libbed so many lines in the film that they were credited as writers!

Good Will Hunting

Good Will Hunting marked a turning point in the careers of Bostonians Matt Damon and Ben Affleck. Dubbed one of the best films in 1997, it launched Damon and Affleck to stardom. 

One of the final lines spoken in the film, by Hollywood great Robin Williams, was completely improvised.

As Williams’ character reads the final line in Will Hunting’s goodbye letter, “I gotta see about a girl,” Williams exclaims “Son of a gun! He stole my line!”


Martin Scorsese’s Goodfellas introduced us to countless unforgettable characters – but perhaps the most memorable of them was Joe Pesci’s short tempered and trigger-happy Tommy DeVito. 

One especially memorable moment came when the gang members sit around a table, when Ray Liotta’s Henry Hill tells DeVito he is a “Funny guy.” 

Unprompted, Pesci replied “Funny how? Do I amuse you?” in what quickly turns into one of the tensest scenes in the movie.

Pretty Woman

A big part of the reason Pretty Woman is considered such a masterful film is thanks to the amazing chemistry between Richard Gere and Julia Roberts.

In one scene, Gere’s character presents Vivian, Roberts’ character, with a box containing a necklace. As Roberts reaches out for it, Gere snaps the box shut, startling her. This was an unscripted joke on Gere’s part – and Vivian’s startled reaction is equally improvised and spontaneous.

When Harry Met Sally

Rob Reiner’s classic 1989 romantic comedy, When Harry Met Sally, is a defining work in the rom-com genre – and is full of ad-libs by the actors.

In one scene, Billy Crystal tells Meg Ryan’s character that he’s decided to speak in a goofy voice for the rest of the day, and, trying to get her to repeat after him, comes up with a long string of nonsense sentences. One of these – “I would be proud to partake of your pecan pie” made Meg Ryan laugh to much that Reiner decided he’d keep the bit in.

Willy Wonka and the Chocolate Factory

Gene Wilder is undoubtedly one of the greatest comedians we’ve ever had – and his performance in Willy Wonka & the Chocolate Factory is no exception. 

Wilder’s input as a storyteller and actor was invaluable to the film, and included his decision to make the character’s first entrance with his surprise tuck-and-roll move.

Wilder explained that the strange entrance forced the audience to instantly judge Wonka, and then to reverse their opinion quickly. “From that time on, no one will know if I’m lying or telling the truth,” Wilder later said.

Forrest Gump

Tom Hanks has starred in countless classic roles, but perhaps his most well-loved and celebrated part was as the lead actor in Robert Zemeckis’ Forrest Gump.

When Gump gets drafted and boards the bus to boot camp, he meets fellow conscripted, Bubba. 

Bubba introduces himself by saying, in his long, drawn out drawl, “My given name is Benjamin Buford Blue, but people call me Bubba. Just like one of them ol’ redneck boys. Can you believe that?”

To which Gump replies by saying “My name’s Forrest Gump. People call me Forrest Gump,” – a line completely improvised by Hanks, who went on to take an Academy Award for Best Actor for his performance.

Blazing Saddles

Mel Brook’s Blazing Saddles is full of funny actors who improvised countless lines in the film – but perhaps the best remembered improvisation was done by Gene Wilder in the role of the Waco Kid.

After the townspeople reveal their hatred towards Bart, the Waco Kid leans in and quietly says “You’ve got to remember that these are just simple farmers. These are people of the land. The common clay of the new West,” and then adds: “You know… morons.”

That last bit was improvised by Wilder, and made Cleavon Little crack up and laugh despite his character being supposed to keep a straight face. Brooks loved the reaction so much, he decided to keep it in the movie.

The Empire Strikes Back

Star Wars is experiencing a huge resurgence today, following the new additions to the franchise in 2015 and 2017 – but the reason it’s so popular still has a lot to do with the classic Original Trilogy.

Arguably one of the most iconic scenes in the original films took place toward the end of The Empire Strikes Back, just before Han Solo is frozen in carbonite.

Moments before Solo is frozen, Princess Leia rushes forward and kisses him passionately one last time. As she is pulled away by the guards, she looks at the rogue pilot played by Harrison Ford and says “I love you.”

Instead of responding with the long awaited “I love you too,” Ford improvised his unforgettable “I know,” reply.

A Few Good Men

The most famous line in A Few Good Men, starring Tom Cruise, Demi Moore, Kevin Bacon and Jack Nicholson, was actually unscripted.

As Cruise’s character cross-examines Colonel Jessup, played by Jack Nicholson, he demands the truth. Jessup looks at Cruise and replies with a passionate “You can’t handle the truth!” before going on to explain the realities he faced when he gave the orders he was being interrogated about.

Young Frankenstein

Mel Brooks’ 1974 film, Young Frankenstein, spoofs a lot of classic horror films and tropes. One of them is the grotesque, hunchbacked assistant to Doctor Frederick Frankenstein, Igor.

Played by Mary Feldman, who was enjoying the role immensely, at one point the character’s hump is referenced by another character – to which Feldman ad libbed the response “What hump?” 

This wasn’t Feldman’s only form of creative input, though: he would move his character’s hump around to different locations throughout the film, for an added comedic effect.

Dumb and Dumber

Dumb and Dumber was one in a series of several films that helped solidify Jim Carey’s place in Hollywood as one of its greatest comedic actors of all time. 

Skilled in improv comedy thanks to his time on In Living Color, Carey improvised the whole scene in which Lloyd tells Harry what the most annoying sound in the whole world is. 

It wasn’t just that scene that was improvised, though! The film’s creators say that roughly 15 percent of the footage used in the film’s final cut was improvised by Carey and Jeff Daniels.

The Lord of the Rings: the Two Towers

Peter Jackson’s adaptation of J.R.R. Tolkien’s Lord of the Rings trilogy is considered one of the most epic and impressive film productions in history. But its true strength lies in the amazing performances of its actors – not the least of which was Viggo Mortensen’s depiction of the Ranger Aragorn. 

In one scene, Aragorn believes the hobbits Merry and Pippin are dead, and kicks a helmet in frustration, letting out an anguished cry. That cry was actually unscripted, and was the result of Mortensen breaking his toe on the metal prop – but he stayed in character as it happened, channeling his physical pain into an expression of emotion.

Harry Potter and the Chamber of Secrets

In the second Harry Potter film, Harry visits the Weasleys for the first time. As Molly Weasley scolds the children for using an enchanted car and generally making a mess, Arthur Weasley, played by actor Mark Williams, interrogates Harry regarding muggle customs and technology. 

The scene was shot “13 or 14 times, and every time it was something else,” according to Chris Rankin, Percy Weasley’s actor, and each time Mark Williams would improvise a different question.

“What exactly is the function of a rubber duck?” made the final cut.


Ghostbusters contains the talents of several world-class comedic actors, not the least of which is Rick Moranis, who played Sigourney Weaver’s chatty – and obnoxious – neighbor. 

Much of the film was ad-libbed, but Moranis’ entire speech in the party scene is improvised – which is an impressive feat by any standard!

“Rick just made all of it up as he was doing it,” director Ivan Reitman reminisced.


Bill Murray’s performance as Carl Spackler in Caddyshack still has us holding our sides from laughing so hard, even though more than 40 years have passed since it was first released.

Murray has always been known as an improviser, and Caddyshack is no exception. His most famous scene in the movie – the part with the Cinderella story, was made up entirely on the spot.

Murray’s stage direction in the script simply said “Carl cuts off the tops of flowers with a grass whip,” but he decided to run with it, and we’re still grateful.

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