29 Stories Behind Some of Hollywood's Greatest Movie Lines

by Ken Miyamoto - updated on March 19, 2020

Writing great screenplay dialogue is an art unto itself. Few master it. Even fewer can predict or explain the reasons why any one line stands out among the rest.

We read names like Quentin Tarantino, Joel and Ethen Coen, Aaron Sorkin, Nora Ephron, David Mamet, Cameron Crowe, Diablo Cody, James Brooks, Elmore Leonard, Richard Linklater, Woody Allen, Spike Lee, and our ears instantly perk up — our minds remember the classic lines that they've all written.

Whether it's the fluidity of dialogue exchanges, the unique terminology and syntax, the pulp culture references that attract audience nostalgia, or that X factor that no one can pinpoint or predict — when the greatest cinematic lines of dialogue are heard, they resonate. They stick.

Novelists and screenwriters alike have tried to crack the code to no avail. The lines they think will be remembered are often quickly forgotten while the lines they themselves dismiss are usually the ones that people cherish.

Great movie lines are lightning in a bottle. And it's seemingly impossible to catch lightning in a bottle. When it happens, it's special and unmistakable.

So in celebration of those amazing movie quotes we love to listen to and repeat — and those that make us instantly laugh, cry, melt, or cheer — here are the stories behind some of cinema's most celebrated movie lines.

1. "Frankly, my dear, I don't give a damn."

This line from Gone with the Wind was declared the number one movie quote by the American Film Institute in 2005. Rhett Butler (Clark Gable) uttered the words to Scarlett O'Hara (Vivien Leah) in response to her tearful "Where shall I go? What shall I do?"

The word damn was pretty controversial during its time, as the 1930 Motion Picture Production Code declared it forbidden in cinemas — even though in years prior the word had been used in multiple films. The ruling was effective for motion pictures whose filming began after the code was ratified on March 31st, 1930. So while some films that debuted after that date did in fact use the word onscreen — 1931's Dracula among them — there was objection to Gone with the Wind's use of it.

Luckily, the board passed an amendment to the Production Code a month and a half before the film's release, allowing use of the words "hell" or "damn" when their use "shall be essential and required for portrayal, in proper historical context, of any scene or dialogue based upon historical fact or folklore... or a quotation from a literary work, provided that no such use shall be permitted which is intrinsically objectionable or offends good taste."

Rhett's closing line was thus allowed to be utilized. Ironically, it is actually the second use of the word "damn" in the film. In the parlor scene at Twelve Oaks, the term "damn Yankees" can be heard.

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2. "You don't understand! I coulda had class. I coulda been a contender. I could've been somebody, instead of a bum, which is what I am."

Ex-prize fighter Terry Malloy (Marlon Brando) uttered these lines to his brother Charley (Rod Steiger) in what is known to be one of the best scenes in cinematic history.

Despite the Oscar he received, Marlon Brando said in his autobiography, "On the day (Elia Kazan) showed me the completed picture, I was so depressed by my performance I got up and left the screening room. I thought I was a huge failure and walked out without a word to him. I was simply embarrassed for myself."

Roger Donoghue was the boxer who the writer credited with partly inspiring the famous line, "I coulda been a contender." He was actually Brando's trainer for the film.

During filming, Brando would improvise several different lines in place of the iconic dialogue, such as asking Rod Steiger "How's Mom?" or "Do you think the Yankees are going to win it this year?" Director Elia Kazan eventually quipped, "Buddy, cut the crap."

The issue was that Brando had a problem with the scene and the line. He felt that his character would have difficulty trying to talk reasonably with his brother with a gun at his ribs. Kazan agreed and told Brando to improvise, but later maintained that he did not direct Brando nor Steiger in this scene. Instead, he stood back and let the two actors direct themselves.

3. "Here's looking at you, kid."

When Rick (Humphrey Bogart) toasts to Ilsa (Ingrid Bergman) in Casablanca, he utters the now iconic words, "Here's looking at you, kid." The line was never in any of the drafts of the screenplay. It has been attributed to a between-the-takes comment Bogart said to Bergman as he taught her poker. The line is uttered four times throughout the film.

Bogart originally used the line in the 1934 film Midnight, eight years before the debut of Casablanca.

4. "Go ahead, make my day."

Harry Callahan (Clint Eastwood) goes into a diner for a morning cup of coffee. A robbery is in progress. Harry kills all but one of the robbers until the surviving robber grabs a fleeing waitress and threatens to shoot. Harry points his iconic .44 Magnum revolver at the man's face and says slyly, "Go ahead, make my day."

Towards the end of the film, Harry uses a variation of the line — "Come on, make my day" — just before shooting Mick the rapist.

The line is often mistakenly attributed to the original Dirty Harry film. Harry doesn't utter those words until the later sequel Sudden Impact.  The phrase "go ahead, make my day" was written by Charles B. Pierce, credited with "story by" in the film Sudden Impact. According to Pierce, the phrase came from his father Mack, who used to tell him as a child, "Just let me come home one more day, without you mowing that lawn, son just go ahead... make my day."

5. "You talking to me?"

Travis Bickle (Robert De Niro) talks to himself in the mirror when he utters the completely improvised line by De Niro. According to Martin Scorsese, he got the inspiration for the scene from Marlon Brando mouthing words in front of a mirror in Reflections in a Golden Eye.

"In the script, it just says Travis speaks to himself in the mirror," screenwriter Paul Schrader revealed. "[De Niro] 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."

6. "I'm as mad as hell, and I'm not going to take this anymore!"

Howard Beale (Peter Finch) utters this line with veracity on live TV in the classic Network.

According to the film's director, Sidney Lumet, the "Mad as Hell" speech was filmed in just one and a half takes. Halfway through the second take, Peter Finch stopped, exhausted. What is in the completed film is the second take for the first half of the speech, and the second half from the first take.

Lumet was apparently unaware of Finch's failing heart at the time. During a promotional tour for the film, Finch appeared on The Tonight Show with Johnny Carson. The day after, he suffered a heart attack in the lobby of the Beverly Hills Hotel and died at the age of 60.

7. "A census taker once tried to test me. I ate his liver with some fava beans and a nice Chianti."

Dr. Hannibal Lecter's (Anthony Hopkins) original line from the book was, "I ate his liver with some fava beans and a big Amarone."

8. "Show me the money!"

In Jerry Maguire, Rod Tidwell (Cuba Gooding Jr.) entices Jerry (Tom Cruise) to repeat his family's mantra over and over as Jerry's clients waiting on the other phone lines began to hang up one after the other. Jerry goes all out and wins over his now sole client, Rod.

During a conversation with writer/director Cameron Crowe, former Cardinals and 49ers safety Tim McDonald apparently coined the phrase "Show me the money."

Crowe had initially thought that the film's catchword Quan — what Rod explains is more about love and respect AND money — would be the line that was best remembered from the movie. Needless to say, it wasn't.

9. "You can't handle the truth!"

Colonel Jessep's (Jack Nicholson) famous line, which he shouted at Tom Cruise's Lieutenant Kaffee in one of the film's final scenes, was improvised by Nicholson on set, according to some accounts. The movie's original screenplay had the line "You already have the truth," which Nicholson trimmed to the much better "You can't handle the truth."

10. "I'll have what she's having."

The film is delivered with perfect timing to a waiter by a restaurant patron responding to Sally (Meg Ryan) and her fake orgasm.

The film's other star, Billy Crystal, told Today, "It started in rehearsal, where Nora Ephron, who was so great, said to Rob (Reiner), 'You know, women fake orgasms,'" Crystal recalled. "He was, like, shocked — 'Well, they haven't faked one with me!'"

"In the rehearsal, Meg said, 'I should fake one. I should fake it in a public place,' And I said, 'Yeah, like a restaurant with a lot of people," Crystal explained. "And she said, 'I'll give a huge one.' And I said, 'And then there should be an older woman who says, 'Waiter, I'll have what she's having.'"

"Meg was a little nervous, so the first orgasm … so so," he said. "The second one was like you're married 12 years. And then Rob said, 'I want you to do it this way. Like this.' And he sat down opposite me — so now it looks like I'm on a date with him or Sebastian Cabot — he has an orgasm that King Kong would be jealous of."

Reiner had done that in front of all of the leads, crew, and movie extras, including the woman who would utter this classic line.

"So he finishes this huge thing, the extras applaud, and he pulls me aside and goes, 'I shouldn't have done that.'" Crystal remembered. "I said, 'No, Meg is fine.'"

"I just had an orgasm in front of my mother," Reiner complained. The woman that said the line was Reiner's mother.

11. "You're gonna need a bigger boat."

After Chief Brody (Roy Scheider) first lays eyes on the shark they are hunting, he retreats into the cabin in shock and tells Quint, "You're gonna need a bigger boat."

The line was actually an inside joke.

"[Richard] Zanuck and [David] Brown were very stingy producers, so everyone kept telling them, 'You're gonna need a bigger boat,'" Carl Gottlieb, who helped with the film's adapted screenplay, told The Hollywood Reporter. "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.'" They transformed the cast and crew's inside joke into a memorable line which Gottlieb said "was so appropriate and so real" that Steven Spielberg decided to keep it in.

12. "I'll be back."

The Terminator (Arnold Schwarzenegger) is refused entry to the police station where Sarah Connor (Linda Hamilton) is being protected. He surveys the counter and then tells the police sergeant, "I'll be back." Moments later, he drives a car into the station, destroying the counter, and the sergeant.

Years later, Schwarzenegger admitted that he had difficulty saying the word I'll because of his thick accent. He asked director James Cameron if it could be changed to "I will be back." Cameron refused but allowed him multiple takes to get it right for the final cut.

This line became a catchphrase for Schwarzenegger, who would later use variations of it in all of the Terminator sequels, as well as Commando, Raw Deal, The Running Man, Twins, Total Recall, Kindergarten Cop, Last Action Hero, Junior, Eraser, Jingle All the Way, The 6th Day, and The Expendables 2.

13. "If you build it, he will come."

The famous line from Field of Dreams is one of the most misquoted film phrases — often misrepresented as "If you build it, they will come."

In the novel on which it was based, Ray Kinsella (played by Kevin Costner in the film adaptation) looks out at his cornfield and, on the novel’s opening page, hears a voice say, “If you build it, he will come.”

Many confuse the meaning of this line, remembering incorrectly that using the word they instead of he would refer to the characters Ray comes across and the eventual thousands that come to see the field at the end. The actual usage of he relates to the end of the film when the he in question is, and always has been, Ray's long dead and estranged father.

14. "I see dead people."

What was a revelation to Malcolm (Bruce Willis) upon hearing Cole (Haley Joel Osment) tell him "I see dead people" was actually meant as a hidden clue to the eventual revelation of the film. The camera is on Malcolm capturing his reaction as he listens to Cole's confession about who and what he sees. This is meant to reveal that Malcolm is dead.

The producers were worried that the line gave away too much too soon, but decided to keep it in. Luckily, a majority of the audience didn't pick up on the hint and didn't understand the reveal until the end.

15. "Greed, for lack of a better word, is good."

The character of Gordon Gekko (Michael Douglas) was apparently a composite of several people, including Wall Street broker Owen Morrisey who was an old friend of Oliver Stone's involved in a $20 million insider trading scandal in 1985, Dennis Levine, Ivan Boesky, corporate raider Carl Icahn, art collector Asher Edelman, Hollywood agent Michael Ovitz, and Oliver Stone himself.

The "Greed, for lack of a better word, is good" line was based on a speech by Ivan Boesky — former American stock trader who is notable for his prominent role in an insider trading scandal that occurred in the United States during the 1980s.

This line was a paraphrase of the May 18, 1986, commencement address at the UC Berkeley's School of Business Administration, where Ivan Boesky said, "Greed is all right, by the way. I want you to know that. I think greed is healthy. You can be greedy and still feel good about yourself."

16. "Say 'hello' to my little friend!"

Drug kingpin Tony Montana (Al Pacino) screams this as he brandishes a custom-made M203 grenade launcher replica attached to a Colt AR-15 assault rifle.

While there is no specific story behind how and why the line was written the way it was, it's interesting to learn that this "little friend" also managed to appear in another popular 1980s film, Predator, starring Arnold Schwarzenegger.

After Scarface wrapped, the five fake M203s used for the film were sold off to Stembridge Gun Rentals, an armory that supplies weapons to Hollywood productions.

17. "Here's Johnny!"

Jack Nicholson improvised The Shining line, mimicking announcer Ed McMahon's famous introduction of Johnny Carson on The Tonight Show Starring Johnny Carson.

Stanley Kubrick, a resident of England, had no idea what the line meant. He reportedly almost removed it from the final cut of the film.

18. "Forget it, Jake, it's Chinatown."

This was screenwriter Robert Towne's first produced screenplay. Mega-producer Robert Evans offered Towne $175,000 to write a screenplay for The Great Gatsby in 1971.  Towne felt he could not live up to the F. Scott Fitzgerald novel. Instead, Towne requested $25,000 from Evans to write his own story, Chinatown. The rest is history.

According to Polanski, he wrote the final scene where this classic line was used. He wrote it the night before it was shot after a "falling out" with screenwriter Towne.

19. "Hasta la vista, baby."

The Terminator sequel — Terminator 2: Judgement Day — gave star Arnold Schwarzenegger yet another classic line that would often follow him throughout his career since.

The line was actually used before the debut of the sequel in the popular hit 1987 song Looking for a New Love by Grammy Award winner Jody Watley, as well as in the 1988 Tone Lōc single Wild Thing.

According to screenwriter William Wisher, who co-wrote the film with director James Cameron, the line is actually something they used to say to each other after phone conversations. They had no idea that including the line in the script would lead to such iconic words.

Arnold Schwarzenegger insists that the line — as well as his "I'll be back" — is likely most memorable because of the awkward way he says the words due to his thick Austrian accent.

20. "Oh, no, it wasn't the airplanes. It was Beauty killed the Beast."

The conception of this King Kong line was tied to the Beauty and the Beast roots of the story that was eventually woven into the concept.

During development, RKO screenwriter and adventure novelist Edgar Wallace was hired to write a screenplay and novel based on producer Merian C. Cooper's original gorilla story. Cooper wanted to use the commercial appeal of Wallace's name with plans to publicize the film as being "Based on the novel by Edgar Wallace."

Wallace completed a rough draft called The Beast on January 5, 1932. Cooper felt the draft needed much work, but Wallace died on February 10, 1932, just after beginning his rewrite.

None of Wallace's work was used in the final production beyond the plot outline, yet Cooper still gave screen credit to Wallace.

James Ashmore Creelman worked on several drafts under the title The Eighth Wonder. Wallace's Danby Denham character, a big game hunter, became film director Carl Denham. Wallace's Shirley character became Ann Darrow and her lover-convict John became Jack Driscoll. The Beauty and the Beast angle was then utilized.

21. "I'm the king of the world!"

Despite many thinking that the clunky Titanic script — written by the film's director James Cameron — gave birth to this line, the truth is Leonardo DiCaprio improvised it on set.

22. "Get away from her, you bitch!"

Ripley (Sigourney Weaver) spits out the iconic line towards the Mother Alien threatening the little girl, Newt, in James Cameron's Aliens. While many assume that the line was improvised, it was actually in James Cameron's script.

“I think I only did one take, and I remember I went up [with my voice]: ‘Get away from her, you bitch!’” Weaver said, exaggerating the up-the-vocal-scale inflection on the last word. “And I thought, ‘What the f*** did I do that for?’ I wanted to do it again, and they said, ‘We don’t have time.’”

23. "Game Over, man!"

This classic Aliens line, however, was improvised by the late Bill Paxton.

Bill Paxton told io9, "I’m not great at improvising on the spot. The stuff I improvised was stuff that wasn’t in the script, but it was stuff that I’d thrown at Jim [Cameron] in a rehearsal. Jim’s mind is like a steel trap—he’d remember something I’d said when we were rehearsing in a scene we were shooting two months later, He’d say, ‘You said something about the express elevator to hell ... yeah, put that in here!’ That was kind of cool, and fun. ‘Game over, man!’ was really the background of the character. I figured he was kind of the enlisted version of Gorman, who was the officer [played by] Bill Hope, who probably came up on video games. Back in those days—I don’t think they do it anymore, but I don’t play video games—at the end of your quarter, it would always be ‘Game over’ [on the screen]. So I wondered if anyone had ever used that [line], because it was kind of good. I had no idea it would catch on."

24. "You just gotta keep livin' man, L-I-V-I-N."

Wooderson (Matthew McConaughey) states this philosophical mantra towards the end of Richard Linklater's Dazed and Confused.

McConaughey's iconic character was originally supposed to be a much smaller part, but as Linklater saw his cinematic potential, he got more screen time, which led to Wooderson getting written into the scene on the football field, which is where he gave his “Just keep livin’” speech.

The lines were inspired by a conversation between McConaughey and Linklater about the recent passing of McConaughey’s father during the first few days of filming.

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25. "With great power comes great responsibility."

The Spider-Man phrase is widely attributed to Uncle Ben. However, in the Amazing Fantasy #15 comic, where it first appears, it is not spoken by any character. The original version of the phrase appears in a narrative caption of the comic's last panel.

It reads, "...with great power there must also come -- great responsibility!"

The phrase predates Spider-Man, however.  In 1817, British parliament member William Lamb is recorded as saying, "the possession of great power necessarily implies great responsibility."

In 1906, Winston Churchill said, "Where there is great power there is great responsibility."

There is even a biblical version attributed to Jesus of Nazareth in the Gospel of Luke, "Everyone to whom much was given, of him much will be required." [Luke 12:48]

26. "You know how to whistle, don't you, Steve? You just put your lips together and blow."

One of Hollywood's raciest movie quotes at the time came from Marie 'Slim' Browning (Lauren Bacall) in To Have and Have Not.

The line wasn’t written by the credited screenwriters — Jules Furthman and William Faulkner — but by producer Howard Hawks. He conjured the line at Lauren Bacall’s test screening. She delivered it so well that Hawks asked Faulkner to write it into the shooting script.

27. "You complete me."

In the elevator scene of the film Jerry Maguire, Jerry (Tom Cruise) and Dorothy (Renee Zellweger) spot a man signing to his girlfriend and Dorothy translates it — incorrectly, mind you — as "You complete me."

Jerry later uses the now iconic phrase to express his love for Dorothy.

"It was one of those lines that came so easily, it felt almost too easy," Cameron Crowe told The Hollywood Reporter. "When I first gave the script to Tom Cruise, and we were reading through it, I said, 'I'm going to change that line.' He said, 'Uh, I love that line. Why don't you give me a crack at it.' I left it in, and on the night of filming — it was 4 a.m., on a Friday, and everybody was dropping from exhaustion — Tom says the line. By the end of his speech, everybody was in tears. Across the room, Renee was a wreck. Tom had delivered the line so powerfully, and so directly to her, she was still getting over it. Later he told me, 'I had always wanted to say 'I love you' like that in a movie.'"

28. "Do you like apples? Well, I got her number. How do you like them apples?"

Will Hunting (Matt Damon) says this to Clark in Good Will Hunting after Will's triumphant takedown. The line was pulled from Matt Damon and Ben Affleck's own upbringing. It was something they said in their old Boston neighborhood growing up.

29. "Yippee-ki-yay, Motherf***er!"

Die Hard's John McClane (Bruce Willis) uses this line — or a variation of it — in each of the five Die Hard films.

The line almost came out differently. Director John McTiernan thought the line should be "Yippie-TY-Yay." Bruce Willis made the argument  that it was "Yippie-KI-Yay." They tried both versions to see which one sounded better. The rest is history.

The best lines are often products of chance, perfect timing, build up, and delivery. Screenwriters work tirelessly to conjure dialogue gems, but the best way to discover them is often by just letting the story and characters breath and play out within your own mind's eye.

The great lines will either come when you least expect them or when certain lines you never thought would stand out resonate with whoever is reading your script or watching the movie based on your script — hopefully the latter.

Check out ScreenCraft's The Single Secret of Writing Great Dialogue for more on how to find those great and memorable lines!

Ken Miyamoto has worked in the film industry for nearly two decades, most notably as a studio liaison for Sony Studios and then as a script reader and story analyst for Sony Pictures.

He has many studio meetings under his belt as a produced screenwriter, meeting with the likes of Sony, Dreamworks, Universal, Disney, Warner Brothers, as well as many production and management companies. He has had a previous development deal with Lionsgate, as well as multiple writing assignments, including the produced miniseries Blackout, starring Anne Heche, Sean Patrick Flanery, Billy Zane, James Brolin, Haylie Duff, Brian Bloom, Eric La Salle, and Bruce Boxleitner. Follow Ken on Twitter @KenMovies 

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