It turns out that forgetting your lines can be a good thing. Granted, some directors probably aren’t thrilled when actors fumble over their parts or go off-script, but in most cases, these guys get pretty creative. Instead of trying to remember their lines, these actors relied on their improvisational skills, so their scenes continued to flow naturally and they didn’t have to do another take. And you know what? Nine times out of ten, those last-minute changes turned out to be the most memorable moments in movie history.

Most of us would’ve never guessed that these moments were unscripted, but we’re so glad that the actors took a risk by experimenting with what was (and wasn’t) on the page. And of course, we can’t forget about the directors who captured their candid moments from behind the scenes and turned them into classic movie moments!

20. “Leave the gun, take the cannoli” in The Godfather

You might recall that one scene where Peter went out to kill Paulie Gatto. But before he left home, his wife reminded him to pick up some cannoli, so he had no choice but to go on a cannoli run during the murder. We soon see Peter giving specific instructions for his henchman to leave the gun and “take the cannoli.” But that last part was never in the script. The actor, Richard Castellano, simply used his previous scene with his on-screen wife to add some humor. It wasn’t much of a change, but it clearly worked like a charm.

19. Voldemort’s final speech in Harry Potter and the Deathly Hallows – Part 2

Ralph Fiennes, who played Voldemort, made a different speech during each rehearsal. None of his castmates knew what to expect, so in the actual film, the reactions from the crowd are all genuine.

His co-star, Jason Isaacs, explained: “Ralph was let loose, and he was utterly terrifying. We shot it for weeks. You never quite knew who he was gonna turn on. What he was gonna say, even. It kept an entire courtyard full of extras and actors on their toes.”

18. The rubber duck line in Harry Potter and the Chamber of Secrets

Remember that breakfast scene, where Ron’s dad was having a little chat with him and Harry? Well, Mark Williams, who played Arthur Weasley, did this scene multiple times and changed the line for every single take. But the improvised line that made the cut was: “What exactly is the function of a rubber duck?”

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Chris Rankin, who played Percy Weasley, said: “We did that scene about 13 or 14 times, and every time it was something else. Some of it not repeatable.”

17. When Malfoy insulted Goyle/Harry in Harry Potter and the Chamber of Secrets

es, another Harry Potter improvisation! In this scene, Harry (who was disguised as Goyle from the Polyjuice Potion), made the mistake of keeping his glasses on after he transformed. So when Malfoy asked him why he was suddenly wearing glasses, Harry (aka Goyle) replied that he needed them to read. And to this, Malfoy said: “I didn’t know you could read.” That line was improvised because Tom Felton had actually forgotten his real line – but what he came up with instead was fitting and so brilliant!

16. Willy Wonka’s entrance in Willy Wonka and the Chocolate Factory

When Gene Wilder was offered this role, he agreed to do it on just one condition: That he’d improvise his entrance scene. He explained his ideas to the director, and when he was asked why he preferred to go off-script and do his limp-to-somersault entrance, he explained: “From that time on, no one will know if I’m lying or telling the truth.” So Gene not only created a memorable moment, but he also added a bit of mystery and depth to Willy’s character. Talk about clever!

15. The most annoying sound scene in Dumb and Dumber

According to the film’s director, Peter Farrelly, about 15 percent of this film was improvised. But one of the more memorable scenes that went off-script was when Lloyd and Harry picked up a hitchhiker and started driving him nuts. During the car ride, Lloyd asked: “Wanna hear the most annoying sound in the world?” He then started to make annoying sounds, and of course, Harry was more than happy to join in on the fun.

14. When the jewelry box got closed on Vivian’s fingers in Pretty Woman

In an interview, director Garry Marshall explained that there were a lot of pranks and improvs behind the scenes. But there was one particular moment that stood out so much he decided to put it in the film.

He said: “For the gag reel I shot a piece that ended up in the movie, where [Julia Roberts] was dozing off a little bit. She was out late, and she was a little tired, so we had a jewelry scene where she gets a beautiful bracelet. I said ‘Richard, bang the box on her finger!’ And she laughed so honestly that we left it in the picture.”

13. The pooping scene in Bridesmaids

That scene where the girls suddenly got food poisoning from a Brazilian steakhouse was not in the script at all. The directors decided to build on what they had and create something fresh, and it worked out so perfectly.

The cinematographer, Robert Yeoman, said: “I remember at the time being a little horrified by the whole thing and thinking, ‘Oh my gosh, how are we going to do this?’ It’s not my style of humor, really, and I just wasn’t sure how this was all going to be pulled off. But Paul [the director] seemed to have a handle on it, so I said, ‘Okay, Paul, you run with this one.’” We’re so glad that they went through with that iconic scene!

12. When Luke made fun of Roman’s forehead in Fast & Furious 6

Since Ludacris and Tyrese were the comic relief in the film, they often ad-libbed a lot of the funnier moments – including when Luke poked fun at Roman’s forehead.

Ludacris said: “We have a lot of fun on set because we do a lot of different takes and a lot of our ideas make it into the movie. At the end of Fast Six when I spit out my drink and laugh at The Rock‘s comments to Tyrese, I’d whispered to him to joke on Tyrese. So it’s very organic. I was really laughing. We make real moments.”

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11. Aragorn’s scream in The Lord of the Rings: The Fellowship of the Ring

The director, Peter Jackson, made Viggo Mortensen do several takes of this scene because he thought it would look better if the helmet flew closer to the camera lens. But in the very last take, Viggo screamed with frustration afterward, and Peter thought it was perfect. But little did he know that Viggo was screaming in pain…

Peter said: “So he boots his helmet, and then he let out the scream. I thought, ‘Wow this is strong, I mean this is like Aragorn is in total grief over what had just happened… this is really cool.’ And he didn’t say anything to us, but we’d figured out that Viggo had actually broken two toes with that last kick. And normally an actor would say ‘Cut! I’ve hurt myself!’ But Viggo actually turned that pain into performance.” WHOA. Now that’s dedication.

10. The Joker’s slow clap in The Dark Knight

For this scene, while the Joker was sitting quietly in his jail cell, the mayor came for a visit and promoted Jim Gordon to the position of Commissioner. Everyone around them started to clap after the announcement. But when they glanced over at the Joker they noticed that he had started to slowly clap, too, with his facial expression never changing. Heath Ledger improvised that part at the last minute, and it turned out to be truly disturbing and brilliant.

9. When Murray said “Keeping it real” in Clueless

In one hilarious scene, Dionne freaked because Murray was shaving his head. And when she asked him why he was doing it, he said it’s because he’s “keeping it real.”

In an interview, Donald Faison, who played Murray, explained that this response was all him. “I put that in the script,” he said. “I heard that from my neighbor. Some kid in my neighborhood said, ‘Just keep it real. Just make sure you keep it real.’ And I was like, ‘Oh. That’s what the kids are saying now?’ And so I put that in there myself: ‘I’m keepin’ it real.'”

8. “You’re gonna need a bigger boat” from Jaws

Roy Scheider ad-libbed this line several times throughout film because it started as an inside joke on the set. But the one part that made it to the film was too good not to use. The look on his face as he said the line and got a good look at the shark was perfect.

The film’s screenwriter, Carl Gottlieb, explained the inside joke: “[David] Zanik and [Richard] Brown were very stingy producers, so everyone kept telling them ‘You’re gonna need a bigger boat.’ It became a catchphrase for anytime anything went wrong—if lunch was late or the swells were rocking the camera, someone would say ‘You’re gonna need a bigger boat.'”

7. When Derek asked “But why male models?” twice in Zoolander

In that scene, where J.P. Prewitt talked about corruption in the modeling industry, Ben Stiller wasn’t following a thing, and so he reacted how he normally would.

In an online Q&A;, Ben explained: “I literally was listening to what David Duchovny said, and I’m not really that much smarter than the character of Derek, and I honestly forgot. I hadn’t followed what he was saying, I said it again and got my lines wrong, and David (who’s a very funny guy) improvised the ‘are you serious? I just explained that.’ Which just goes to show you that Derek and I are actually closer than you might think.”

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6. When Ben tries to be intimate with Mrs. Robinson in The Graduate

In that scene where Ben tries to be physical, there’s a moment when he turns, walks away and bangs his head against the wall. It turns out that the entire scene was improvised!

Dustin Hoffman explained: “[Anne Bancroft] immediately started doing something on her sweater… and that so amused me that while I had my hand on her breast, I started to break. And I’m terrified because I came from a training which says you stay in the scene, you don’t break. And I think I’m gonna laugh myself out, and that’s a horrid offense, so I turned around, and I walked away so [the director] couldn’t see me laughing because he’s right there. And I start banging my head against the wall… And he put that in the movie.”

5. The Farting Wife story from Good Will Hunting

During one of his therapy sessions, Will laughs hysterically while his therapist, Sean Maguire, tells him a really funny story about his wife’s farting problem. That story was actually made up by Robin Williams on the spot, so Matt Damon‘s laughter was genuine. Also, some people may not have noticed this, but the camera shook slightly during the filming of this scene, which suggests that the cameraperson was also laughing!

4. Ryan’s monologue in Saving Private Ryan

It looks like Matt Damon also has a natural talent for storytelling. In this film, there was a scene where Private Ryan and Captain Miller sat together in the rubble of a French street and bonded over their memories from back home. Then Ryan shared a funnier, more positive memory about his brothers. It wasn’t in the script, so he made it all up in the middle of the scene. But it turned out to be such a touching and meaningful moment that added depth to his character.

3. Han’s “I Know” comment in The Empire Strikes Back

When Princess Leia declared her love for Han, he responded with a curt “I know,” which seemed spot on for a cynical and cocky character like himself. But in the original script, the writers intended for him to show his softer side and respond with “I love you too.” George Lucas eventually realized that the line didn’t fit well with Han’s character, so he gave Harrison Ford the freedom to say whatever felt best when they got to that scene. And fortunately, what he came up with worked perfectly.

2. When Johnny was first teaching Baby to dance in Dirty Dancing

That scene where Baby burst into giggles while Johnny stroked her arm was so adorable – but those events were actually real. Jennifer Grey revealed that she’s really ticklish, so when they did several takes of that scene, she kept on laughing and Patrick Swayze got really annoyed. Thankfully, the director decided to add this fun moment to the film!

1. “You talkin to me?” from Taxi Driver

Robert De Niro was expected to talk to himself in the mirror for this scene, but he was never given a specific line. That gave him the freedom to make up his own dialogue on the spot – and what he came up with was genius.

Paul Schrader said: “The most memorable piece of dialogue in the film is an improvisation: the ‘Are you talking to me?’ part. In the script, it just says ‘Travis speaks to himself in the mirror.’ Bobby asked me what he would say, and I said, ‘Well, he’s a little kid playing with guns and acting tough.’ So De Niro used this rap that an underground New York comedian had been using at the same time as the basis for his lines.”

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