As the dialogue in Martin Scorsese's movies is so snappy and has a lot of rhythm to it, it’d be easy to believe that the director wants the screenplays' dialogue repeated verbatim. However, it’s exactly the opposite, as the filmmaker doesn’t just allow improvisation, he encourages it.

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Scorsese sometimes even creates scenes with no dialogue and tells the actors to just go with it, and some of the most famous scenes of all time were ad-libbed under his direction. Whether it’s using sex toys for a throwaway gag, letting the actors argue about fish, or even getting his own mother to improvise, Scorsese puts a lot of trust in his actors.

Matthew McConaughey’s Chant In The Wolf Of Wall Street

Mark Hanna has lunch with Jordan Belfort in The Wolf of Wall Street

In The Wolf of Wall Street, Mark Hanna (Matthew McConaughey) thumps his chest as he hums, and it’s one of the most memorable scenes in the movie. The chant is actually a ritual of McConaughey’s that he does before every shoot. However, it wasn’t McConaughey’s idea to add it into the scene, but Leonardo DiCaprio’s.

Apparently, DiCaprio observed the actor doing it before each take, and though Scorsese was happy with all the shots they had of the scene, the movie star recommended doing one more with the chant. And even though it was his idea, it’s one of the very rare instances where DiCaprio can be seen almost breaking character, as he seems bewildered and looks at the crew off-screen.

Jack Nicholson Wearing A Strap-On In The Departed

Frank and Colin talk in an adult movie theatre in The Departed

In writer William Monahan’s script, Frank Costello (Jack Nicholson) had a much smaller role than what was seen in The Departed. Scorsese knew he wanted The Shining actor for the role, but Nicholson wanted the part expanded.

The screenplay was rewritten around him and a ton of new dialogue was added, but it was still Nicholson’s ad-libs that made the character unique. One of many of Costello’s quirky actions that Nicholson improvised was when Colin (Matt Damon) met with Frank in an adult movie theatre. Colin plays around with a strap-on, and it was all Nicholson’s idea.

The Dinner Table Scene In Goodfellas

Tommy DeVito has dinner with his mother in Goodfellas

One of the most intense dinner table scenes in a movie is when Tommy (Joe Pesci) and his crew drive to his mother’s house in the middle of the night in Goodfellas. Their intentions are to pick up a shovel to bury Barry Batts’ dead body, which is in the trunk of the car. They run into his mother, who forces them to eat dinner.

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Apparently, the whole scene was completely improvised, as there were no lines rehearsed, and each actor was responding to the other actors’ ad-libs. It was all built around Tommy’s mother’s dialogue, and what makes the scene even better is that Tommy’s mother is played by Martin Scorsese’s own mother, who had no prior acting history.

“You Talkin To Me?” In Taxi Driver

Travis Bickle points his gun at the mirror in Taxi Driver

Though it’s 45 years old, Robert De Niro’s portrayal of Travis Bickle still holds up today, mostly for the fact that it’s a great portrait of loneliness. That’s no clearer than when Travis Bickle is talking to himself in the mirror.

It’s one of the most famous scenes in cinema history, as “You talkin’ to me?” has been quoted and referenced to no end ever since its release. The short line of dialogue in Taxi Driver was completely made up by Robert De Niro on the spot. But the scene was intended to be improvised, as the screenplay simply said that Travis “talks to himself,” leaving De Niro to become somewhat of a screenwriter himself.

Stephen Graham Smacking Al Pacino’s Ice Cream Off The Table In The Irishman

Tony Pro and Jimmy argue in prison

Jimmy Hoffa (Al Pacino) had a lot of enemies in The Irishman, and one of the funniest and most entertaining was Tony Pro (Stephen Graham). Their best altercation came when they were in jail together, as Pro smacked Hoffa’s ice cream out of his hands and off the table.

What’s amazing is that Graham managed to even shock Al Pacino, who is the king of improvisation. Graham had told Scorsese and the whole crew he was going to whack the ice cream so they were aware of how to situate the cameras. Pacino’s surprised look on his face is genuine, as he was the only person who didn’t know it was going to happen.

Jack Nicholson Pretending To Be A Rat In The Departed

Frank Costello acting like a rat in The Departed

Jack Nicholson suggested loads of rewrites for The Departed, but the best input he had to the script was completely off the cuff that it even had Leonardo DiCaprio bewildered. As Billy (DiCaprio) is speaking with Frenchie (Ray Winstone), Frank appears behind him making funny rat faces.

It’s one of the few moments of levity in the movie, as The Departed is so exhaustingly stressful, but it ties into the premise well too. The whole 2.5 hours is a cat and mouse chase between a rat in the gang and a mole in the FBI. It isn’t just the second example of Nicholson’s on-the-spot pranks, but also another example of Leonardo DiCaprio almost breaking character.

The Fish Argument In The Irishman

Bugs and Chuckie arguing in a car in The Irishman

There are so many great moments in The Irishman, whether it’s the on-screen reunion of Robert DeNiro and Joe Pesci or the aforementioned scene with Tony Pro. But one of the most memorable scenes is one that was again completely unscripted.

The scene with a fish in the car might seem out of place and unnecessary, but that’s what actually happened according to Jimmy Hoffa’s son, and it made for a hysterical bit of ad-libbing. When the whole car smells of fish, it leads to all of the characters complaining and arguing with each other. The best of them all comes when Bugs asks Chuckie, “what kinda fish?,” and Chuckie replies, “I don’t know, the kind you eat.”

The “Funny How?” Scene In Goodfellas

Tommy pretends to by angry in the club in Goodfellas

It’s amazing that some of the most famous scenes in history can happen on the spot almost out of thin air. Given how much of a psychopath the audience knows Tommy to be at this point, it makes for the most intense scene in the movie. Tommy repeatedly asks “funny how?” when he believes Henry (Ray Liotta) is laughing at him, not with him.

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In the end, it was all a joke, but for a moment, it seemed like the protagonist of the movie was going to get whacked fairly early on. The scene was secretly planned between Scorsese and Pesci, keeping Liotta in the dark, and the fear in Liotta’s eyes is so unmistakable it almost seems real.

Leonardo DiCaprio Trying To Get Into The Car In The Wolf Of Wall Street

Jordan Belfort crawls to his car in The Wolf Of Wall Street

It has been well documented that a lot of The Wolf of Wall Street was improvised, and the original cut was four hours long due to all of the actors’ riffing off one another. But the greatest example of improvising in the movie is one that doesn’t feel improvised at all. Midway through the movie, Jordan Belfort (Leonardo DiCaprio) is high on quaaludes and struggles to make his way to his Lamborghini.

Belfort ends up falling down the stairs, crawling along the road, and opening the Lambo’s scissor door with his foot. It’s hard to believe that this scene was improvised because of how well-choreographed it is and how well-timed each gag plays out, but DiCaprio turned up to set and winged it.

The “Who Asked You?” Scene In Raging Bull

Joey shouting at his wift in Raging Bull

Joey (Pesci) and Jake LaMotta (De Niro) might not win awards for being husbands of the year, but they were two of the most well-developed characters of the 1980s. Not only was that thanks to Paul Schrader’s screenplay, but the actors too, as they threw everything they had into the roles.

In what was apparently a very rigorous shoot in a tiny kitchen full of hot lighting, Pesci was still able to improvise the iconic line “who asked you?” The line wasn’t in the Raging Bull script, but it’s what makes the entire scene and adds layers to the character. It’s again another intense scene just like the “funny how” scene in Goodfellas, making it clear that Pesci thrives on uncomfortable situations.

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