Acting, directing, and writing are the three vital cogs to making a film work. Everything, from sets to dialogue, is planned during the creative and pre-production phase so that when the camera starts rolling, everything goes according to plan. Of course, things don’t always go according to plan. Occasionally, the director may want to alter the direction or the dialogue of a particular scene. However, there are times when an actor hijacks the scene and creates something iconic, whether they meant to or not.

Aside from a great performance, an actor can leave his mark on filmmaking with just one quote. Movie lines like “May the Force be with youand “Toto, I have a feeling we’re not in Kansas anymore” were, of course, read off a well-written script, but there are also several quotes, spanning decades, that were conceived on the spot by witty actors and actresses. We’ve compiled a list of just a few of them that might surprise even the biggest movie buffs.

Here are 15 Incredible Movie Lines You Didn’t Know Were Improvised.

15. Aliens – “Game over, man.”

Bill Paxton in Aliens 15 Iconic Movie Lines You Didnt Know Were Improvised

Bill Paxton is the latest in a long line of legendary actors to pass away in recent years, but his legacy as one of the industry’s greatest actors will live on. As a true Renaissance man, he didn’t fall into any typecasting traps, nor did he restrict himself to starring in either movies or television. He’s done everything, and his career only got better with time. Recently, he appeared in movies like Nightcrawler and Edge of Tomorrow, as well as TV shows such as Agents of S.H.I.E.L.D. and Training Day, but his role as Private William Hudson in James Cameron’s Aliens will always be considered among his best.

In the highly acclaimed sequel to Ridley Scott’s Alien, Paxton’s Private Hudson loses a bit of sanity after he and his fellow Space Marines were attacked by the titular aliens. So, being the defeatist he is, he blurts out, “That’s it, man. Game over, man. Game over! What are we going to do now?” The original line didn’t include the “game over” part, which Paxton came up with on the spot, and has since become one of the most famous lines in sci-fi history. And if you ever come across someone who questions Paxton’s contribution to the genre, tell them he is the only person to be killed by a Terminator, a Predator, and a Xenomorph. How many people can say that?

14. Taxi Driver – “You talkin’ to me?”

Robert De Niro in Taxi Driver 15 Iconic Movie Lines You Didnt Know Were Improvised

Legendary actor Robert De Niro has appeared in countless movies throughout his career. Some have been good; some have been, well, not so good. One of his best films, though, must be Martin Scorsese’s Taxi Driver, which was selected by the Library of Congress to be preserved in the National Film Registry in 1994. While the movie and De Niro’s performance are both highly regarded on their own merits, one of the things people remember most is the line, “You talking to me?

De Niro uttering that unscripted question while having a conversation with an imaginary person in the mirror is nothing short of iconic. That line, along with the film, has become a part of the zeitgeist of American films during the ’70s and ’80s, and it remains a significant part of De Niro’s popularity with new generations of moviegoers. It’s a line that people know even without having seen Taxi Driver, and that is something rare for movie quotes — especially when they’re unscripted.

13. Midnight Cowboy – “I’m walkin’ here!”

Midnight Cowboy 15 Iconic Movie Lines You Didnt Know Were Improvised

Most of the time, a famous quote from a movie remains just that — a famous quote. However, there are times when movie lines take a life of their own and become widely used in day-to-day life. One such line comes from John Schlesinger’s 1969 film Midnight Cowboy, in which Dustin Hoffman’s character, Enrico Salvatore “Ratso” Rizzo, yelled, “I’m walking here!” to an assertive taxi cab driver who had pulled up right next to him and Jon Voight’s Joe Buck, while they were filming.

Rather than yelling, “We’re filming a movie here!” like he wanted to, Hoffman blurted out, “I’m walkin’ here!” instead. The crew didn’t obtain a permit to close the street for filming, so it’s not entirely the cab driver’s fault. But, if you’ve ever wondered why people yelled that out to cars as they’re crossing the street, Dustin Hoffman is the man responsible. Interestingly, aside from the famous line, Midnight Cowboy is known for being the only X-rated film (later changed to R) ever to win Best Picture at the Academy Awards.

12. The Godfather – “Leave the gun, take the cannoli.”

The Godfather Cannoli Scene 15 Iconic Movie Lines You Didnt Know Were Improvised

Francis Ford Coppola’s The Godfather trilogy is arguably one of the greatest trilogies of all time. It’s brimming with stellar acting, directing, and dialogue, some of which the AFI recognizes among the best in film history. However, one of the greatest lines from the first movie doesn’t come from any of the big name characters or from any of the big scenes, but rather from one of the Corleone family’s underlings in a seemingly unimportant scene. The reason for that is all due to some ingenious improvisation by Richard Castellano.

The Godfather is the prototypical mob film, and there can’t be a film about the Italian mafia without a murder or two. After carrying out the hit on Paulie Gatton for disrespecting and betraying Don Corleone, the script had Castellano’s Peter Clemenza tell Tom Rosqui’s Rocco Lampone to “leave the gun.” That’s all. But, recounting an earlier scene in which Clemenza’s wife reminded him not to forget to bring home cannoli, a famed Italian dessert, Castellano added the second half of the now infamous line, “Leave the gun, take the cannoli.

11. Jaws – “You’re gonna need a bigger boat.”

Best Unscripted Movie Scenes Jaws Bigger Boat 15 Iconic Movie Lines You Didnt Know Were Improvised

Steven Spielberg pioneered the summer blockbuster with his shark thriller Jaws back in 1975, something his friend George Lucas perfected a few years later with a little film called Star Wars. Jaws became the highest-grossing film ever at the time, and the premise of a serial killer shark is something several movies have tried to recreate, but always to lesser effect. Its haunting, suspenseful soundtrack, stellar cast, and excellent directing are what led the film to be considered one of the greatest movies ever made.

Other than the shark, the thing people remember most about Jaws is the line, “You’re gonna need a bigger boat.” While Roy Scheider’s Chief Brody was chumming the water, the great white took the bait and surfaced right in front of him. Startled, Brody backed up, looked over to Robert Shaw’s Quint, and uttered the now famous quote. That line, which is perhaps one of the most recognizable lines in cinema history, was an ad-lib by Scheider, meaning it wasn’t in the script at all.

10. Casablanca – “Here’s looking at you, kid.”

Casablanca Ending 15 Iconic Movie Lines You Didnt Know Were Improvised

Thousands of movies have come and gone in the era of Hollywood filmmaking, and most have been forgotten as the years have passed. But there are a handful of films that everyone knows, such as The Wizard of Oz, Gone with the Wind, and Casablanca. The latter film is brimming with famous quotes, but there is one that stands out among them all: “Here’s looking at you, kid.” It’s what Humphrey Bogart’s Rick Blaine said to Ingrid Bergman’s Ilsa Lund shortly before putting her on a plane for the United States, knowing that he’d never see his love again.

Of course, as you’ve likely already deduced (given its presence on this particular list), that line wasn’t in any version of the script. Bogart was teaching Bergman how to play poker while they were filming Casablanca, and he would often tell her, “Here’s looking at you, kid.” For some reason, he decided to use the line again, except this time while the cameras were rolling. Not only did the line make the scene, but it also landed the fifth spot on the AFI’s 100 Years…100 Movie Quotes list. It’s not the only quote from Casablanca on that list, but it’s easily the most well-known.

9. Terminator 2: Judgement Day – “I need a vacation.”

Arnold Schwarzenegger in Terminator 2 Judgement Day 15 Iconic Movie Lines You Didnt Know Were Improvised

Judging by his distinguished career as an action star for the ages, being Mr. Universe wasn’t enough for Arnold Schwarzenegger. But little did he (or we) know that some of his characters would go on to become some of the most iconic in film history, such as the T-800. At the tail end of James Cameron’s Terminator sequel, Terminator 2: Judgement Day, Schwarzenegger’s T-800 is seen on the ground, banged up, and barely hanging on to life (if he has a life?). As the young John Connor helps him up, he quips, “I need a vacation.

Other than injecting a rare form of comedic relief in a seemingly never-ending intense situation, the line itself is ironic considering that Schwarzenegger plays a machine, and machines don’t typically require off-time. He doesn’t exude emotion, nor does he feel any type of pain. So, him requiring a vacation after a hard day’s work may be nonsensical, but that is what makes the line great. We may not realize it, but people habitually tend to quote this line more than they do “I’ll be back” or “Hasta la vista, baby.

8. Indiana Jones – “She talks in her sleep.”

Sean Connery in Indiana Jones and the Last Crusade 15 Iconic Movie Lines You Didnt Know Were Improvised

If there’s any character who could be cooler than Han Solo, it’s Dr. Henry Jones Jr., but not everything great about the Indiana Jones franchise comes from Steven Spielberg and George Lucas. Sometimes, the actors take matters into their own hands and create some of the best scenes the series has to offer. We all know about the scene in Raiders of the Lost Ark in which Indy, sick and fed up of searching for Marion Ravenwood, shoots the sword-wielding bad guy rather than dueling him. But that’s not the only improvised scene in the series.

In the third film, The Last Crusade, Indy asks his father, played by Sean Connery, how he knew Dr. Elsa Schneider was a Nazi. Here’s what Julian Glover, who played the villain Walter Donovan, had to say about the scene and Connery’s improvisation in it: “My favorite memory is Sean making up that line, ‘She talks in her sleep.’ It was on the spot. Harrison said, ‘How did you know she’s a Nazi?’ and he said that, and they had to stop filming. Everybody just fell on the floor, and Steven said, ‘Well, that’s in.‘”

7. The Fugitive – “I don’t care.”

Tommy Lee Jones in The Fugitive 15 Iconic Movie Lines You Didnt Know Were Improvised

By the time the ’90s rolled around, both Harrison Ford and Tommy Lee Jones had earned the right to improvise their scenes from time to time. They were both well-established leading men in Hollywood, with substantial filmographies to back up their respective claims to fame. Ford had already delivered one of the most memorable ad-libs ever in Star Wars: Episode V – The Empire Strikes Back, responding to Princess Leia’s “I love you” by simply saying, “I know.” So, when he starred opposite Jones in The Fugitive, it was time to let the Texas-born actor make his mark.

In the movie, Jones’ Deputy U.S. Marshal Samuel Gerard is tasked with hunting down the fugitive Dr. Richard Kimble, played by Ford. After a few near misses, Jones’ character finally catches up with Ford’s, and they come face to face at the end of a storm drain above a dam. Before jumping, Ford’s Kimble affirms his innocence, trying to convince the marshal that he didn’t kill his wife. Instead of saying the line from the script, “That isn’t my problem,” Jones improvised and said, “I don’t care.” Harsh, but Gerard had a job to do, and that was capture Dr. Richard Kimble.

6. Being John Malkovich – “Hey, Malkovich! Think fast!”

Being John Malkovich Think Fast scene 15 Iconic Movie Lines You Didnt Know Were Improvised

Being John Malkovich may be one of the strangest films ever released, and that’s only amplified by John Malkovich’s performance as, well, himself in the movie. The story revolves around a puppeteer named Craig Schwartz, who happens upon a portal that leads into the mind of actor John Malkovich. After making this discovery, Schwartz started renting out Malkovich’s mind to people. Angered, Malkovich confronted Schwartz and demanded that he close the portal into his brain, which Schwartz refused to do.

Fuming with rage, Malkovich stormed off, and as he was walking, one of the drunken extras got the bright idea to throw a beer can at Malkovich as he was driving by and shout out: “Hey, Malkovich! Think fast!” Getting hit by the can caused Malkovich to scream out in pain. It wasn’t the first time that an actor has shrieked in real pain on camera, but nothing about that scene was scripted. Rather than firing the extra on the spot, Spike Jonze added the scene into the final cut of the film.

5. Good Will Hunting – “Son of a b*tch, he stole my line.”

Robin Williams in Good Will Hunting 15 Iconic Movie Lines You Didnt Know Were Improvised

Matt Damon and Ben Affleck are among the handful of people who broke into Hollywood by casting themselves in their own movies. In one fell swoop, they proved that they could not only pen a compelling film, but that they had the necessary talent to bring it to life. It’s safe to say that Damon and Affleck succeeded in their endeavor. Good Will Hunting went on to be nominated for nine Academy Awards, including Best Picture, and it launched Damon and Affleck’s acting and filmmaking careers. Just look at where they are now, each with their own respective awards and franchises.

For a movie like Good Willing Hunting, what better way to cap it off than with an incredible line, especially one by the legendary Robin Williams? “Robin’s best addition is the last line of the film. There was nothing scripted there,” Damon told Boston Magazine. “He opens the mailbox and reads the note that I had written him. Gus [Van Sant] and I were right next to the camera because every time he came out for a new take, I would read the letter to him because it’s a voiceover. …When he said, ‘[Son of a b*tch, he stole my line!’], I grabbed Gus. It was like a bolt; it was just one of those holy sh*t moments where, like, that’s it.

4. The Warriors – “Warriors, come out and play!”

David Patrick Kelly in The Warriors 15 Iconic Movie Lines You Didnt Know Were Improvised

Not every iconic movie line has come from critically-acclaimed and award-winning films. Some have, in fact, originated in negatively reviewed films, such as Walter Hill’s The Warriors. But that’s the beauty of it: those movies tend to form an unyielding fan base that eventually grants them cult status. In the case of The Warriors, a scene that didn’t require much effort from David Patrick Kelly has since become the defining scene for the actor (and the film itself), which is astounding considering that he only had a supporting role in the flick.

Unlike most movies about gang wars, The Warriors has a relatively simple premise about a gang clearing their name after being framed by another gang for murder. At one point, the script required Kelly’s Luther, the Rogues’ gang leader, to antagonize their rival gang, the eponymous Warriors. All he had to do was cling a few bottles together to get their attention, but Kelly took things a step further by yelling out, “Warriors, come out and play!” It was definitely something his character would do, but it was also an impressive ad-lib from Kelly.

3. Zoolander – “But why male models?”

Ben Stiller in Zoolander 15 Iconic Movie Lines You Didnt Know Were Improvised

Ben Stiller has plenty of iconic comedies he’s both starred in and directed under his belt, but Zoolander will always remain one of his best. It’s a classic case of a beloved movie that tried to capture lightning twice and failed. The 2016 sequel, though hyped by fans of the original, released to overwhelmingly negative reviews, and there wasn’t enough interest by moviegoers to propel the movie to box office success. Things didn’t fare any better for the Zoolander animated series that premiered in the UK later that year, either. Nevertheless, some find the original just as funny as when it released.

In the original, there’s an exchange between David Duchovny’s J.P. Prewett and Stiller’s Derek Zoolander, in which Duchovny explains why male models were used for political assassinations. They were “genetically constructed to become assassins. They were in peak physical condition,” and so forth. The thing is, while they were filming, Stiller forgot his next line. So, instead of making something up on the spot, or just reshooting the scene altogether, Stiller just repeated his last line, “But why male models?” The repeated line threw off Duchovny, which is why he bemusedly responded with, “You serious? I just — I just told you that a moment ago.

2. The Shining – “Here’s Johnny!”

The Shining 15 Iconic Movie Lines You Didnt Know Were Improvised

There’s no way to downplay Stanley Kubrick’s influence on modern cinema, especially considering the breadth of his films, such as 2001: A Space Odyssey, A Clockwork Orange, and of course, The Shining — based on the novel of the same name by Stephen King. While parts of the movie adhered to the source material, Kubrick chose to alter the story slightly, namely with the characterization of Jack Torrance, famously portrayed by Jack Nicholson.

As the long-winded story begins to culminate in the final act, Wendy and Danny Torrance hid in the bathroom to escape Jack. In all his madness, he began to chop down the bathroom door with an ax. He created a hole big enough to squeeze his head through and shouted: “Here’s Johnny!” Nicholson came up with the line on the spot, as a reference to Ed McMahon’s introduction on The Tonight Show Starring Johnny Carson.

Being British-American, Kubrick wasn’t aware of the reference, but he liked it enough to keep it in the final cut. It’s a good thing he did, because it has since become one of the most iconic lines in not only Nicholson’s career, but in all of cinema history. It’s also one of the most parodied scenes — at least in the United States.

1. Dazed and Confused – “Alright, alright, alright.”

Dazed and Confused 15 Iconic Movie Lines You Didnt Know Were Improvised

For a long time, Matthew McConaughey was known for his romantic comedies, but things started to change after he starred in Jeff Nichols’ Mud in 2013. Later that year, the “McConaissance” kicked into high gear when appeared as Ron Woodroof in Jean-Marc Vallée’s Dallas Buyers Club, a role that nabbed him the Best Actor Oscar. Then, in 2014, he starred in the first season of HBO’s hit series True Detective, as well as Christopher Nolan’s space epic, Interstellar. Suffice to say, McConaughey is not the same actor he once was.

As far as he’s come, there are simply some things that never change. The first role McConaughey ever had was in Richard Linklater’s Dazed and Confused, in which the quote, “Alright, alright, alright,” went from being his first line ever to his personal catchphrase.

As it turns out, that improvised line was inspired by Jim Morrison saying “alright” four times between songs on a Doors live album, which McConaughey was listening to right before cameras started rolling. So, he asked himself: what’s his character about? “He’s about his car, he’s about getting high, he’s about rock-and-roll, and picking up chicks,” McConaughey told George Stroumboulopoulos. “I go, ‘I’m in my car, I’m high as a kite, I’m listening to rock-and-roll. (Action!) And there’s the chick.’ Alright, alright, alright.

What other famous movie lines were completely improvised? Let us know in the comments.

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