The jukebox is thumping, pilots are peacocking in their dress whites, and Charlie Blackwood (McGillis), the cool, cerebral civilian instructor with the razor-sharp wit and the even sharper shoulder pads, is nursing a drink at the bar. She’s already shut down every cocky flyboy in the room. Then the lights dim a little more. A group of aviators (Goose, Slider, Hollywood, Wolfman, and a grinning, impossibly young Tom Cruise as Maverick) suddenly line up behind her like a Top Gun barbershop quartet from hell. Without warning, they launch into a gloriously off-key, full-throated rendition of The Righteous Brothers’ 1964 classic “You’ve Lost That Lovin’ Feelin’.”

Maverick leans in close, eyes locked on Charlie, singing the opening line with all the swagger of a man who knows he’s about to change the rules of the game. Goose is harmonizing badly. Slider is doing the deep “baby, baby” part. The entire bar joins in. And Kelly McGillis (in character and, as she later admitted, in real life) is completely blindsided.

“I had no idea it was going to happen,” McGillis told Entertainment Weekly in a rare 2016 interview. “There was nothing in the script that day except ‘Maverick flirts with Charlie at the bar.’ That was it. Tom just decided on the spot that he was going to sing to me, and he rallied the entire cast to back him up. I remember thinking, ‘Oh my God, what is happening right now?’ And then trying desperately not to laugh because Charlie wasn’t supposed to find it charming yet. But I did. I really did.”

What happened next wasn’t just a scene. It was lightning in a bottle.

The serenade lasts less than two minutes on screen, but it detonated the cultural landscape. The Righteous Brothers’ 21-year-old song rocketed back into the Billboard Top 10 (peaking at #9 in 1986, higher than its original #1 run in the UK). Jukeboxes across America suddenly couldn’t keep quarters fast enough. Karaoke was still years away from being mainstream, but every bar piano player from coast to coast learned the opening chords. And for decades afterward, countless men (some brave, some drunk, some both) have stood up in restaurants, bars, and even weddings to belt out “You’ve lost that lovin’ feelin’…” to their dates, usually with the same lopsided grin Tom Cruise wore that night.

It became the ultimate cheesy-yet-irresistible romantic gesture, the cinematic equivalent of a boombox outside a bedroom window, long before John Cusack made that iconic.

But none of it was planned.

The Day the Script Went Out the Window

Director Tony Scott and producer duo Don Simpson and Jerry Bruckheimer were obsessed with authenticity. They shot on real Navy bases, flew real jets, and cast real pilots whenever possible. Yet the one moment that would define the film’s heart wasn’t written by screenwriter Jim Cash or Jack Epps Jr. It was pure Tom Cruise improvisation.

“Tom came to me the night before and said, ‘I have an idea,’” Tony Scott recalled in a 2004 documentary. “He told me he wanted to sing to her, and I thought, ‘Great, we’ll play it on the jukebox.’ But no, he wanted to sing it himself, live, with the whole gang. I loved the balls of it. We rolled camera and basically told Kelly, ‘Just react however you want.’”

McGillis, then 28 and riding high off Witness (for which she’d just earned a Golden Globe nomination), was already intimidated. She was playing opposite a 23-year-old phenomenon who’d exploded onto the scene with Risky Business and was now the hottest leading man on the planet. “I was nervous enough just doing the dialogue scenes,” she laughed years later. “Then suddenly there’s Tom and six giant fighter pilots singing to me like it’s the cheesiest prom night ever. My first instinct was to burst out laughing, but Charlie had to stay cool. So I just… melted. And that’s what ended up on screen.”

Watch the final cut frame by frame and you can see the exact moment Charlie (and Kelly) falls. It’s when Maverick sings the line “You never close your eyes anymore when I kiss your lips” and leans in so close that his cap brim almost touches her forehead. McGillis’s eyes flicker (surprise, amusement, and something warmer all at once). Her lips part just slightly. That tiny, involuntary reaction is pure movie magic, because it was 100% real.

The Making of a Legend

The shoot itself was chaotic bliss. Because the scene was unscripted, Tony Scott kept the cameras rolling for take after take, letting the actors play. Anthony Edwards (Goose) flubbed the harmony so badly on the first take that he corpsed mid-line, which made Val Kilmer (Iceman) crack up and walk off set. They reset. Take two: Tom forgot the words and started making them up (“You’ve lost that lovin’ feeling… whoa that lovin’ feeling… something something bring it back now”). Take three: the bar extras (real Navy personnel) got so into it they started clapping on the off-beat and nearly drowned out the singers.

By take six, the entire crew was singing along. The final version in the film is a composite of takes six and eight, with a little dialogue from take four stitched in. But the magic moment (the close-up of Charlie’s face softening) is take seven, the one where Tom leaned in so close that Kelly later admitted her heart actually skipped a beat.

The Song That Refused to Stay in 1964

When Top Gun opened on May 16, 1986, “You’ve Lost That Lovin’ Feelin’” was already a classic, Phil Spector’s “Wall of Sound” masterpiece, the most-played song in radio history at that point. But the movie gave it a second life unlike anything before or since. Within weeks of release, the single re-entered the Billboard Hot 100 at #89, climbed steadily, and peaked at #9 in August 1986. It became the first song in history to hit the Top 10 in three different decades (60s, 70s re-release, 80s revival). The Righteous Brothers, who had long since gone their separate ways, reunited for a triumphant appearance on Solid Gold.

More importantly, it became the unofficial anthem of military romance. To this day, the Navy still plays it at certain officer’s clubs on Friday nights. Countless real-life proposals have begun with a group of sailors lining up to sing it to a stunned girlfriend. There’s even a persistent urban legend that the song is banned at the actual Miramar Officers’ Club because too many women kept saying yes.

The Legacy Nobody Predicted

For years, the scene topped every “Most Romantic Movie Moments” list, usually sandwiched between the pottery wheel in Ghost and the rain-soaked kiss in The Notebook. It spawned thousands of YouTube tributes, flash mobs, and wedding-reception recreations. In 2011, a survey by UK radio station Smooth Radio declared it the #1 movie serenade of all time, beating out “In Your Eyes” from Say Anything.

Yet Kelly McGillis, who stepped away from blockbuster Hollywood in the early 2000s to teach acting in North Carolina and raise her daughters, seems quietly amazed by its staying power. “I get recognized for two things,” she said in 2022. “People either yell ‘Show me the way home, honey!’ from Witness, or they start singing ‘You’ve lost that lovin’ feelin’’ and wait for me to smile the way Charlie did. Thirty-eight years later and it still happens at the grocery store.”

Tom Cruise, ever the perfectionist, has never taken full credit. “It only worked because Kelly gave me something real to sing to,” he said at a 2016 Top Gun anniversary screening. “That look on her face, that’s not acting. That’s what happens when you catch someone completely off guard with how much you mean it.”

And maybe that’s the real secret. The scene isn’t great because the singing is good (it’s gleefully terrible). It’s great because for one perfect, unscripted moment, two actors forgot they were acting. A 23-year-old kid with the world at his feet decided to risk looking ridiculous in front of the entire crew, and a woman who thought she had every defense in place suddenly found herself defenseless against pure, earnest charm.

The jukebox hasn’t stopped playing since.

So the next time you hear those opening piano chords (da-da-da-dum), remember this: somewhere back in 1985, Kelly McGillis had no idea what was coming. And because she didn’t, the rest of us got one of the most joyful, heartfelt, wonderfully cheesy love scenes ever put on film.

You never close your eyes anymore when that scene comes on.

And you never, ever get tired of it.